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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB/A
  (Amendment No. 1)

(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, 2004

 ̈ 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 10, 2004, the registrants outstanding
  common stock consisted of 17,104,166 shares.

Transitional Small Business Disclosure Format (Check one):
  YES  ̈ NO x

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ONLINE INNOVATION, INC.

EXPLANATORY NOTE

This  Amendment  No. 1 is being  filed further to our original Form 10QSB filing for the period ended September 30, 2004. Other than revisions as disclosed herein, no other changes were made to the Form 10-QSB, and this Form 10-QSB/A does not
otherwise modify or update the disclosure contained in the Form 10-QSB.

The Original Filing has been also been amended to include
  currently-dated certifications from our principal executive officer and principal
  financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley
  Act of 2002. The certifications of our principal executive officer and our principal
  financial officer are attached to this Form 10-KSB/A as Exhibits 31.1, 31.2.32.1
  and 32.2.

1

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PART 1  FINANCIAL INFORMATION

Item 1  Financial Statements

Attached are the registrants unaudited financial statements
  for the three month period ended September 30, 2004, with comparative figures
  for the three month period ended September 30, 2003.

2

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MOEN AND COMPANYCHARTERED ACCOUNTANTS

|Member:                                                       |                                     
|------------------------------------------------------------- | ------------------------------------
|Canadian Institute of Chartered Accountants                   | Securities Commission Building      
|Institute of Chartered Accountants of British Columbia        | PO Box 10129, Pacific Centre        
|Institute of Management Accountants (USA) (From
      1965)   | Suite 1400  701 West Georgia Street
|                                                              | Vancouver, British Columbia         
|Registered with:                                              | Canada V7Y 1C6                      
|Public Company Accounting Oversight Board (USA)
      (PCAOB) | Telephone: (604) 662-8899           
|Canadian Public Accountability Board (CPAB)                   | Fax: (604) 662-8809                 
|Canada
      - British Columbia Public Practice Licence       | Email:
      moenca@telus.net       

As Restated by Inclusion ofGoing 
  Concern Paragraph 
  And Deletion of Deferred Tax Asset

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
  Online Innovation, Inc. (A Delaware Corporation)
  (A Development Stage Company)

We have reviewed the accompanying balance sheet of Online Innovation,
  Inc. (A Delaware Corporation) (A Development Stage Company) as of September
  30, 2004, and the related statements of income, retained earnings, cash flows
  and changes in stockholders equity for the three month periods ended September
  30, 2004, and September 30, 2003. These interim financial statements are the
  responsibility of the Companys management.

We conducted our review in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). A review of interim
  financial information consists principally of applying analytical procedures
  and making inquiries of persons responsible for financial and accounting matters.
  It is substantially less in scope than an audit conducted in accordance with
  the standards of the Public Company Accounting Oversight Board, 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 interim financial statements for them
  to be in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1(c)
  to the financial statements, conditions exist which raise substantial doubt
  about the Companys ability to continue as a going concern unless it is
  able to generate sufficient cash flows to meet its obligations and sustain its
  operations. Managements plans in regard to these maters are also described
  in Note 1(c). The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

Moen and Company      
  (Signed)Chartered Accountants

Vancouver, British Columbia, Canada 
  November 2, 2004, and July 27, 2005 
     as to Going Concern Paragraph four above, and Deletion of
  Deferred Tax Asset,
     and related disclosure in Notes 1(c) & Note 9, respectively.

Independent Accountants and Auditors

F-1

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|ONLINE INNOVATION, INC.                     | As Restated                          
|------------------------------------------- | -------------------------------------
|(A Delaware Corporation)                    | by Inclusion of                      
|(A Development Stage Company)               | Going Concern in Note 1 and          
|Balance Sheet                               | Deletion Deferred Tax Asset in Note 9
|September 30, 2004                          |                                      
|(In U.S. Dollars)                           |                                      
|(With Comparative Figures at June 30, 2004) |                                      
|(Unaudited)                                 |                                      

|                                                                         |   | September 30, |   |   | June 30,   |  
|------------------------------------------------------------------------ | - | ------------- | - | - | ---------- | -
|ASSETS                                                                   |   | 2004          |   |   | 2004       |  
|Current Assets                                                           |   |               |   |   |            |  
|Cash                                                                     | $ | 6,048         |   | $ | 3,245      |  
|TOTAL CURRENT ASSETS                                                     |   | 6,048         |   |   | 3,245      |  
|                                                                         |   |               |   |   |            |  
|Fixed assets                                                             |   |               |   |   |            |  
|Computer equipment, at cost
      less accumulated depreciation (Note 5) |   | 15,470        |   |   | 18,939     |  
|                                                                         |   |               |   |   |            |  
|Computer software development(Note
      6(b))                           |   |               |   |   |            |  
|Application
      development stage costs                                |   | 287,500       |   |   | 325,000    |  
|                                                                         |   |               |   |   |            |  
|TOTAL
      ASSETS                                                       | $ | 309,018       |   | $ | 347,184    |  
|                                                                         |   |               |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                     |   |               |   |   |            |  
|                                                                         |   |               |   |   |            |  
|                                                                         |   |               |   |   |            |  
|Current Liabilities                                                      |   |               |   |   |            |  
|Accounts payable                                                         | $ | 96,268        |   | $ | 96,801     |  
|Management fees payable (Note
      4(a))                                |   | 117,500       |   |   | 102,500    |  
|Loan payable (Note 11)                                                   |   | 28,846        |   |   | 25,000     |  
|Due to related parties (Notes 4(c))                                      |   | 45,067        |   |   | 45,067     |  
|TOTAL
      CURRENT LIABILITIES                                          |   | 287,681       |   |   | 269,368    |  
|                                                                         |   |               |   |   |            |  
|Stockholders' Equity                                                     |   |               |   |   |            |  
|Capital Stock (Note 3)                                                   |   |               |   |   |            |  
|Authorized:                                                              |   |               |   |   |            |  
|75,000,000
      common shares at $0.001 par value per share             |   |               |   |   |            |  
|Issued and outstanding
      - 17,104,166 common shares                  |   |               |   |   |            |  
|(June
      30, 2004 - 17,004,166 common shares), par value              |   | 17,104        |   |   | 17,004     |  
|Paid in capital in excess
      of par value of stock                    |   | 2,833,663     |   |   | 2,818,763  |  
|Deficit accumulated during
      development stage (Note 1)              |   | (2,821,640    | ) |   | (2,750,161 | )
|Cumulative
      currency translation adjustments (Note 2(b))            |   | (7,790        | ) |   | (7,790     | )
|TOTAL STOCKHOLDERS' EQUITY                                               |   | 21,337        |   |   | 77,816     |  
|                                                                         |   |               |   |   |            |  
|TOTAL CURRENT LIABILITIES AND STOCKHOLDERS'
      EQUITY                 | $ | 309,018       |   | $ | 347,184    |  

Approved on Behalf of the Board

|"Chad D. Lee"         | , President and Chief Executive Officer and Director                   
|--------------------- | -----------------------------------------------------------------------
|"Marlene C. Schluter" | ,Secretary and Treasurer and Chief Financial Officer
      and Director

See Accompanying Notes and Independent Accountants' Review
  Report

F-2

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|ONLINE INNOVATION, INC.       | As Restated                          
|----------------------------- | -------------------------------------
|(A Delaware Corporation)      | by Inclusion of                      
|(A Development Stage Company) | Going Concern in Note 1 and          
|Statement of Income           | Deletion Deferred Tax Asset in Note 9
|(In U.S. Dollars)             |                                      
|(Unaudited)                   |                                      

|                                                                |   | Cumulative From  |   |   |                    |   |   |            |  
|--------------------------------------------------------------- | - | ---------------- | - | - | ------------------ | - | - | ---------- | -
|                                                                |   | Inception Date   |   |   |                    |   |   |            |  
|                                                                |   | on Aug 1, 1997   |   |   | Three Months Ended |  
|                                                                |   | to September 30, |   |   | September 30,      |  
|                                                                |   | 2004             |   |   | 2004               |   |   | 2003       |  
|                                                                |   |                  |   |   |                    |   |   |            |  
|Interest and Other Income                                       | $ | 1,264            |   | $ | -                  |   | $ | -          |  
|                                                                |   |                  |   |   |                    |   |   |            |  
|Administration Costs                                            |   |                  |   |   |                    |   |   |            |  
|Amortization of computer software development
      stage costs |   | 37,500           |   |   | 37,500             |   |   | -          |  
|Compensation on stock option                                    |   | 150,000          |   |   | -                  |   |   | -          |  
|Computer technology and                                         |   |                  |   |   |                    |   |   |            |  
|software
      development-preliminary                          |   |                  |   |   |                    |   |   |            |  
|development
      stage costs                                   |   | 393,438          |   |   | -                  |   |   | 8,494      |  
|Depreciation - fixed assets                                     |   | 101,619          |   |   | 3,469              |   |   | 3,469      |  
|Filing and transfer agent fees                                  |   | 28,675           |   |   | 491                |   |   | 297        |  
|Financing costs                                                 |   | 22,550           |   |   | -                  |   |   | -          |  
|Funding agreement commitment costs                              |   | 345,600          |   |   | -                  |   |   | -          |  
|Interest on loans                                               |   | 7,268            |   |   | -                  |   |   | -          |  
|Management and consulting fees                                  |   | 797,002          |   |   | 15,000             |   |   | 23,841     |  
|Office expenses, net                                            |   | 220,236          |   |   | 6,909              |   |   | 3,083      |  
|Option payment, mineral properties                              |   | 30,000           |   |   | -                  |   |   | -          |  
|Professional fees                                               |   | 249,013          |   |   | 2,650              |   |   | 8,667      |  
|Promotion, investor relations,                                  |   |                  |   |   |                    |   |   |            |  
|and investor
      communications                               |   | 88,711           |   |   | 845                |   |   | -          |  
|Travel expenses                                                 |   | 50,566           |   |   | 577                |   |   | 387        |  
|Website marketing/Banner                                        |   |                  |   |   |                    |   |   |            |  
|advertising
      costs                                         |   | 300,726          |   |   | 4,038              |   |   | 5,630      |  
|                                                                |   | 2,822,904        |   |   | 71,479             |   |   | 53,868     |  
|Profit (Loss) Before Income Taxes                               |   | (2,821,640       | ) |   | (71,479            | ) |   | (53,868    | )
|Deferred income taxes                                           |   | -                |   |   | -                  |   |   | -          |  
|                                                                |   |                  |   |   |                    |   |   |            |  
|Net profit (loss) for the period                                | $ | (2,821,640       | ) | $ | (71,479            | ) | $ | (53,868    | )
|                                                                |   |                  |   |   |                    |   |   |            |  
|Weighted Average Share Outstanding                              |   |                  |   |   |                    |   |   |            |  
|Basic                                                           |   |                  |   |   | 17,079,166         |   |   | 15,630,000 |  
|Diluted                                                         |   |                  |   |   | 19,579,166         |   |   | 17,130,000 |  
|                                                                |   |                  |   |   |                    |   |   |            |  
|Net loss per common share(Note 8)                               |   |                  |   |   |                    |   |   |            |  
|Basic                                                           |   |                  |   | $ | (0.00              | ) | $ | (0.00      | )
|Diluted                                                         |   |                  |   | $ | (0.00              | ) | $ | (0.00      | )

See Accompanying Notes and Independent Accountants' Review
  Report

F-3

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|ONLINE INNOVATION, INC.                  | As Restated                          
|---------------------------------------- | -------------------------------------
|(A Delaware Corporation)                 | by Inclusion of                      
|(A Development Stage Company)            | Going Concern in Note 1 and          
|Statement of Retained Earnings (Deficit) | Deletion Deferred Tax Asset in Note 9
|(In U.S. Dollars)                        |                                      
|(Unaudited)                              |                                      

|                                 |   | Cumulative From  |   |   |                    |   |   |            |  
|-------------------------------- | - | ---------------- | - | - | ------------------ | - | - | ---------- | -
|                                 |   | Inception Date   |   |   |                    |   |   |            |  
|                                 |   | of Aug 1, 1997   |   |   | Three Months Ended |  
|                                 |   | to September 30, |   |   | September 30,      |  
|                                 |   | 2004             |   |   | 2004               |   |   | 2003       |  
|                                 |   |                  |   |   |                    |   |   |            |  
|Balance (deficit), beginning     |   |                  |   |   |                    |   |   |            |  
|of period                        | $ | -                |   | $ | (2,750,161         | ) | $ | (2,381,230 | )
|                                 |   |                  |   |   |                    |   |   |            |  
|Net profit (loss) for the period |   | (2,821,640       | ) |   | (71,479            | ) |   | (53,868    | )
|                                 |   |                  |   |   |                    |   |   |            |  
|Balance (deficit), end of period | $ | (2,821,640       | ) |   | (2,821,640         | ) | $ | (2,435,098 | )

See Accompanying Notes and Independent Accountants' Review
  Report

F-4

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|ONLINE INNOVATION, INC.       | As Restated                          
|----------------------------- | -------------------------------------
|(A Delaware Corporation)      | by Inclusion of                      
|(A Development Stage Company) | Going Concern in Note 1 and          
|Statement of Cash Flows       | Deletion Deferred Tax Asset in Note 9
|(In U.S. Dollars)             |                                      
|(Unaudited)                   |                                      

|                                                                |   | Cumulative From  |   |   |                    |   |   |         |  
|--------------------------------------------------------------- | - | ---------------- | - | - | ------------------ | - | - | ------- | -
|                                                                |   | Inception Date   |   |   |                    |   |   |         |  
|                                                                |   | on Aug 1, 1997   |   |   | Three Months Ended |  
|                                                                |   | to September 30, |   |   | September 30,      |  
|                                                                |   | 2004             |   |   | 2004               |   |   | 2003    |  
|Cash Provided by (Used for)                                     |   |                  |   |   |                    |   |   |         |  
|Operating Activities                                            |   |                  |   |   |                    |   |   |         |  
|Net profit (loss) for the period                                | $ | (2,821,640       | ) | $ | (71,479            | ) | $ | (53,868 | )
|Items not requiring use of
      cash:                          |   |                  |   |   |                    |   |   |         |  
|Deferred income taxes                                           |   | 52,500           |   |   | -                  |   |   | -       |  
|Shares
      issued for funding agreement                       |   |                  |   |   |                    |   |   |         |  
|commitment costs                                                |   | 345,600          |   |   | -                  |   |   | -       |  
|Shares
      issued for assignment of                           |   |                  |   |   |                    |   |   |         |  
|option
      on mineral properties                              |   | 30,000           |   |   | -                  |   |   | -       |  
|Shares
      issued for compensation                            |   |                  |   |   |                    |   |   |         |  
|on stock options                                                |   | 150,000          |   |   | -                  |   |   | -       |  
|Depreciation
      - fixed assets                               |   | 101,619          |   |   | 3,469              |   |   | 3,469   |  
|Amortization of computer
      software development stage costs |   | 37,500           |   |   | 37,500             |   |   | -       |  
|Cumulative
      currency translation adjustments               |   | (7,790           | ) |   | -                  |   |   | (5,142  | )
|Changes in non-cash working
      capital items                 |   |                  |   |   |                    |   |   |         |  
|Deferred
      income taxes                                     |   | (52,500          | ) |   | -                  |   |   | -       |  
|Accounts
      payable                                          |   | 96,268           |   |   | (533               | ) |   | 6,059   |  
|Management
      fees payable                                   |   | 117,500          |   |   | 15,000             |   |   | 5,000   |  
|Cash used for operating
      activities                        |   | (1,950,943       | ) |   | (16,043            | ) |   | (44,482 | )
|Investing Activities                                            |   |                  |   |   |                    |   |   |         |  
|Computer software development                                   |   |                  |   |   |                    |   |   |         |  
|Application
      development stage costs                       |   | (325,000         | ) |   | -                  |   |   | -       |  
|Fixed
      assets purchased                                    |   | (117,089         | ) |   | -                  |   |   | -       |  
|Cash used for investing purposes                                |   | (442,089         | ) |   | -                  |   |   | -       |  
|Financing Activities                                            |   |                  |   |   |                    |   |   |         |  
|Capital
      stock subscribed                                  |   | 2,325,167        |   |   | 15,000             |   |   | -       |  
|Loan payable                                                    |   | 28,846           |   |   | 3,846              |   |   | 40,000  |  
|Due to related parties                                          |   | 45,067           |   |   | -                  |   |   | 955     |  
|Cash provided by financing
      activities                     |   | 2,399,080        |   |   | 18,846             |   |   | 40,955  |  
|Cash increase (decrease)                                        |   |                  |   |   |                    |   |   |         |  
|during the period                                               |   | 6,048            |   |   | 2,803              |   |   | (3,527  | )
|Cash, Beginning of period                                       |   | -                |   |   | 3,245              |   |   | 9,806   |  
|                                                                |   |                  |   |   |                    |   |   |         |  
|Cash, End of period                                             | $ | 6,048            |   | $ | 6,048              |   | $ | 6,279   |  

See Accompanying Notes and Independent Accountants' Review
  Report

F-5

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|ONLINE INNOVATION, INC.                                              | As Restated                          
|-------------------------------------------------------------------- | -------------------------------------
|(A Delaware Corporation)                                             | by Inclusion of                      
|(A Development Stage Company)                                        | Going Concern in Note 1 and          
|Statement of Stockholders' Equity                                    | Deletion Deferred Tax Asset in Note 9
|From Date of Inception on August 1, 1997 to
      September 30, 2004 |                                      
|(In U.S. Dollars)                                                    |                                      
|(Unaudited)                                                          |                                      

|                                            |  |            |  |  |        |  |  |            |  |  |           |          |   |           |        |   | Cumulative  |          |   |               |  
|------------------------------------------- |  | ---------- |  |  | ------ |  |  | ---------- |  |  | --------- | -------- | - | --------- | ------ | - | ----------- | -------- | - | ------------- | -
|                                            |  | Number of  |  |  |        |  |  | Additional |  |  | Total     |          |   | Retained  |        |   | Currency    |          |   | Total         |  
|                                            |  | Common     |  |  | par    |  |  | Paid-in    |  |  | Capital   |          |   | Earnings  |        |   | Translation |          |   | Stockholders' |  
|                                            |  | Shares     |  |  | Value  |  |  | Capital    |  |  | Stock     |          |   | (Deficit) |        |   | Adjustments |          |   | Equity        |  
|                                            |  |            |  |  |        |  |  |            |  |  |           |          |   |           |        |   |             |          |   |               |  
|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 currency translation adjustments |  |            |  |  |        |  |  |            |  |  |           |          |   |           | (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, @$0.50         |  |            |  |  |        |  |  |            |  |  |           |          |   |           |        |   |             |          |   |               |  
|April 2, 1999                               |  | 400,000    |  |  | 400    |  |  | 199,600    |  |  | 200,000   |          |   |           |        |   |             |          |   | 200,000       |  
|Issued for cash, @$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       |  
|(Carried forward to next page)              |  |            |  |  |        |  |  |            |  |  |           |          |   |           |        |   |             |          |   |               |  

See Accompanying Notes and Independent Accountants' Review
  Report

F-6

---

|ONLINE INNOVATION, INC.                                              | As Restated                          
|-------------------------------------------------------------------- | -------------------------------------
|(A Delaware Corporation)                                             | by Inclusion of                      
|(A Development Stage Company)                                        | Going Concern in Note 1 and          
|Statement of Stockholders' Equity                                    | Deletion Deferred Tax Asset in Note 9
|From Date of Inception on August 1, 1997 to
      September 30, 2004 |                                      
|(In U.S. Dollars)                                                    |                                      
|(Unaudited)                                                          |                                      

|                                            |  |            |  |  |        |  |  |            |  |  |           |          |   |            |     |  | Cumulative  |          |   |               |  
|------------------------------------------- |  | ---------- |  |  | ------ |  |  | ---------- |  |  | --------- | -------- | - | ---------- | --- |  | ----------- | -------- | - | ------------- | -
|                                            |  | Number of  |  |  |        |  |  | Additional |  |  | Total     |          |   | Retained   |     |  | Currency    |          |   | Total         |  
|                                            |  | Common     |  |  | par    |  |  | Paid-in    |  |  | Capital   |          |   | Earnings   |     |  | Translation |          |   | Stockholders' |  
|                                            |  | Shares     |  |  | Value  |  |  | Capital    |  |  | Stock     |          |   | (Deficit)  |     |  | Adjustments |          |   | Equity        |  
|Balance, June 30, 1999                      |  | 12,705,000 |  |  | 12,705 |  |  | 1,255,295  |  |  | 1,268,000 |          |   | (622,672   | )   |  | (1,055      | )        |   | 644,273       |  
|Cumulative currency translation adjustments |  |            |  |  |        |  |  |            |  |  |           |          |   |            | 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      | )
|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 currency translation adjustments |  |            |  |  |        |  |  |            |  |  |           |          |   |            | 592 |  |             | 592      |  
|Balance, June 30, 2001                      |  | 14,595,000 |  |  | 14,595 |  |  | 2,300,505  |  |  | 2,315,100 |          |   | (1,922,937 | )   |  | 80          |          |   | 392,243       |  
|(Carried forward to next page)              |  |            |  |  |        |  |  |            |  |  |           |          |   |            |     |  |             |          |   |               |  

See Accompanying Notes and Independent Accountants' Review
  Report

F-7

---

|ONLINE INNOVATION, INC.                                              | As Restated                          
|-------------------------------------------------------------------- | -------------------------------------
|(A Delaware Corporation)                                             | by Inclusion of                      
|(A Development Stage Company)                                        | Going Concern in Note 1 and          
|Statement of Stockholders' Equity                                    | Deletion Deferred Tax Asset in Note 9
|From Date of Inception on August 1, 1997 to
      September 30, 2004 |                                      
|(In U.S. Dollars)                                                    |                                      
|(Unaudited)                                                          |                                      

|                                            |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   | Cumulative  |          |   |               |  
|------------------------------------------- |  | ---------- | - | - | ------ | - | - | ---------- | - | - | --------- | -------- | - | ----------- | ------ | - | ----------- | -------- | - | ------------- | -
|                                            |  | Number of  |   |   |        |   |   | Additional |   |   | Total     |          |   | Retained    |        |   | Currency    |          |   | Total         |  
|                                            |  | Common     |   |   | par    |   |   | Paid-in    |   |   | Capital   |          |   | Earnings    |        |   | Translation |          |   | Stockholders' |  
|                                            |  | Shares     |   |   | Value  |   |   | Capital    |   |   | Stock     |          |   | (Deficit)   |        |   | Adjustments |          |   | Equity        |  
|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       | )
|Cumulative currency translation adjustments |  |            |   |   |        |   |   |            |   |   |           |          |   |             | 194    |   |             | 194      |  
|Net loss for year ended June 30, 2002       |  |            |   |   |        |   |   |            |   |   |           | (135,277 | ) |             |        |   |             | (135,277 | )
|Balance, June 30, 2002                      |  | 14,420,000 |   |   | 14,420 |   |   | 2,218,430  |   |   | 2,232,850 |          |   | (2,058,214  | )      |   | 274         |          |   | 174,910       |  
|Issued for cash @ $0.30                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|July 22, 2002                               |  | 100,000    |   |   | 100    |   |   | 29,900     |   |   | 30,000    |          |   |             |        |   |             |          |   | 30,000        |  
|Issued for cash @ $0.30                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|July 26, 2002                               |  | 600,000    |   |   | 600    |   |   | 179,400    |   |   | 180,000   |          |   |             |        |   |             |          |   | 180,000       |  
|Issued for loan payable @ $0.30             |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|August 31, 2002                             |  | 110,000    |   |   | 110    |   |   | 32,890     |   |   | 33,000    |          |   |             |        |   |             |          |   | 33,000        |  
|Shares subscribed and                       |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|paid for cash @$0.50                        |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|November 6, 2002                            |  | 250,000    |   |   | 250    |   |   | 124,750    |   |   | 125,000   |          |   |             |        |   |             |          |   | 125,000       |  
|Issued for cash @ $0.40                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|April 25, 2003                              |  | 100,000    |   |   | 100    |   |   | 39,900     |   |   | 40,000    |          |   |             |        |   |             |          |   | 40,000        |  
|Issued for cash @ $0.40                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|April 25, 2003                              |  | 50,000     |   |   | 50     |   |   | 19,950     |   |   | 20,000    |          |   |             |        |   |             |          |   | 20,000        |  
|Cumulative currency translation adjustments |  |            |   |   |        |   |   |            |   |   |           |          |   |             | 1,126  |   |             | 1,126    |  
|Net loss for year ended                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|June
      30, 2003                         |  |            |   |   |        |   |   |            |   |   |           |          |   | (323,016    | )      |   |             |          |   | (323,016      | )
|Balance, June 30, 2003                      |  | 15,630,000 |   |   | 15,630 |   |   | 2,645,220  |   |   | 2,660,850 |          |   | (2,381,230  | )      |   | 1,400       |          |   | 281,020       |  
|Issued for cash @ $0.15                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|November 1, 2003                            |  | 700,000    |   |   | 700    |   |   | 104,300    |   |   | 105,000   |          |   |             |        |   |             |          |   | 105,000       |  
|Issued for cash @ $0.15                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|December 31, 2003                           |  | 50,000     |   |   | 50     |   |   | 7,450      |   |   | 7,500     |          |   |             |        |   |             |          |   | 7,500         |  
|Issued for notes payable                    |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|January 4, 2004                             |  | 624,166    |   |   | 624    |   |   | 61,793     |   |   | 62,417    |          |   |             |        |   |             |          |   | 62,417        |  
|Net loss for year ended                     |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|June 30, 2004                               |  |            |   |   |        |   |   |            |   |   |           |          |   | (368,931    | )      |   |             |          |   | (368,931      | )
|Cumulative currency translation adjustments |  |            |   |   |        |   |   |            |   |   |           |          |   |             | (9,190 | ) |             | (9,190   | )
|Balance, June 30, 2004                      |  | 17,004,166 |   |   | 17,004 |   |   | 2,818,763  |   |   | 2,835,767 |          |   | (2,750,161  | )      |   | (7,790      | )        |   | 77,816        |  
|Warrants exercised                          |  | 100,000    |   |   | 100    |   |   | 14,900     |   |   | 15,000    |          |   |             |        |   |             |          |   | 15,000        |  
|Net loss for period ended                   |  |            |   |   |        |   |   |            |   |   |           |          |   |             |        |   |             |          |   |               |  
|September
      30, 2004                    |  |            |   |   |        |   |   |            |   |   |           |          |   | (71,479     | )      |   |             |          |   | (71,479       | )
|Balance, September 30, 2004                 |  | 17,104,166 |   | $ | 17,104 |   | $ | 2,833,663  |   | $ | 2,850,767 |          |   | ($2,821,640 | )      |   | ($7,790     | )        | $ | 21,337        |  

See Accompanying Notes and Independent Accountants' Review
  Report

F-8

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(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 significant revenues from
        its planned operations. The deficit has been accumulated during the development
        stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | c) | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | These financial statements have been prepared in accordance
        with generally accepted accounting principles in the United States of
        America applicable to a going concern which assume that the Company will
        realize its assets and discharge its liabilities in the normal course
        of business. The Company has incurred losses since inception of $2,821,640
        to September 30, 2004 and has a working capital deficiency of $281,633
        as at September 30, 2004. These factors create doubt as to the ability
        of the Company to continue as a going concern. Realization values may
        be substantially different from the carrying values as shown in these
        financial statements should the Company be unable to continue as a going
        concern. Management is in the process of identifying sources for additional
        financing to fund the ongoing development of the Companys business.

Note 2. SIGNIFICANT ACCOUNTING POLICIES

| | a) | Administration Costs                                                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                     
| |    | Administration costs are written off to operations when
        incurred.                                                                                                                                           
| |    |                                                                                                                                                                                                                     
| | b) | Translation of Foreign Currency                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                     
| |    | Both the functional currency and the reporting currency
        of the Company are the United States Dollar.                                                                                                        
| |    |                                                                                                                                                                                                                     
| |    | The assets, liabilities, and operations of the Company
        are expressed in the United States Dollar, in conformity with US GAAP.                                                                               
| |    |                                                                                                                                                                                                                     
| |    | 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.        

F-9

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|                              |                                   
|(Unaudited)                   |                                   

Note 2. SIGNIFICANT ACCOUNTING POLICIES

| | c) | Translation of Foreign Currency (contd)                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                            
| |    | Depreciation is measured at historical exchange rates
        that existed at the time the underlying related asset was acquired.                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                            
| |    | 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. An analysis of
        the changes in the cumulative currency translation adjustments as disclosed
        as part of stockholders equity, is as follows:

| |  |                                               |   | Three Months Ended |  
| |  | --------------------------------------------- | - | ------------------ | -
| |  |                                               |   | September 30,      |  
| |  |                                               |   | 2004               |  
| |  | Beginning balance, June 30, 2004 &
      2003 | $ | (7,790             | )
| |  | Change during
      the period                |   | --                 |  
| |  | Ending balance, September 30, 2004 & 2003     | $ | (7,790             | )

| | c)  | Amortization of Computer Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Development  Application Development Stage Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Amortization of computer software costs of $325,000
        commenced on July 1, 2004. The amortization period is for twenty-six months
        on a straight-line basis. Amortization of this cost of $37,500 has been
        charged to operations for the three month period ended September 30, 2004.
        The balance of $287,500 is to be amortized over future periods at the
        rate of $37,500 per quarter.                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | d)  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The preparation of financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amounts of sales and expenses during the reporting periods. Areas
        where significant judgment are made include, but are not limited to: revenue
        recognition, price protection and rebate reserves, and marketing program
        accruals. Actual results could differ materially from these estimates.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Cash is represented by funds on deposit with the Companys
        bankers and is unrestricted as to use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-10

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|                              |                                   
|(Unaudited)                   |                                   

Note 2. SIGNIFICANT ACCOUNTING POLICIES (contd)

| | (f) | Segmented Information                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------
| |     |                                                                                                            
| |     | Segmented information of the Companys identifiable
        assets and operating activities, is as follows:

| |  | September 30, 2004              |   | Canada  |   |   | U.S. |  |   | Total   |  
| |  | ------------------------------- | - | ------- | - | - | ---- |  | - | ------- | -
| |  | Current assets                  | $ | 6,048   |   | $ | -    |  | $ | 6,048   |  
| |  | Net fixed assets                |   | 15,470  |   |   | -    |  |   | 15,470  |  
| |  | Computer software development   |   | 287,500 |   |   | -    |  |   | 287,500 |  
| |  | Total Assets                    | $ | 309,018 |   | $ | -    |  | $ | 309,018 |  
| |  |                                 |   |         |   |   |      |  |   |         |  
| |  | Revenue                         | $ | -       |   |   | -    |  |   | -       |  
| |  | Administration costs            |   | 71,479  |   |   | -    |  |   | 71,479  |  
| |  | Net (loss)
      for the period | $ | (71,479 | ) | $ | -    |  | $ | (71,479 | )
| |  |                                 |   |         |   |   |      |  |   |         |  
| |  |                                 |   |         |   |   |      |  |   |         |  
| |  | September 30, 2003              |   | Canada  |   |   | U.S. |  |   | Total   |  
| |  | Current assets                  | $ | 6,279   |   | $ | -    |  | $ | 6,279   |  
| |  | Deferred tax assets             |   | 52,500  |   |   | -    |  |   | 52,500  |  
| |  | Net fixed assets                |   | 29,346  |   |   | -    |  |   | 29,346  |  
| |  | Computer software development   |   | 325,000 |   |   | -    |  |   | 325,000 |  
| |  | Total Assets                    | $ | 413,125 |   | $ | -    |  | $ | 413,125 |  
| |  |                                 |   |         |   |   |      |  |   |         |  
| |  | Revenue                         | $ | -       |   |   | -    |  |   | -       |  
| |  | Administration costs            |   | 53,868  |   |   | -    |  |   | 53,868  |  
| |  | Net (loss)
      for the period | $ | (53,868 | ) | $ | -    |  | $ | (53,868 | )

| | (g) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In August, 2001, the FASB issued Statement of Financial
        Accounting Standards No. 143, Accounting for Asset Retirement Obligations
        (SFAS 143). SFAS 143 addresses financial accounting and reporting
        for obligations associated with the retirement of tangible long-lived
        assets and the associated asset retirement costs. SFAS 143 applies to
        all entities. It applies to legal obligations associated with the retirement
        of long-lived assets that result from the acquisition, construction, development
        and / or the normal operation of a long-lived asset, except for certain
        obligations of lessees. SFAS 143 requires that the fair value of a liability
        for an asset retirement obligation be recognized in the period in which
        it is incurred if a reasonable estimate of fair value can be made. The
        associated asset retirement costs are capitalized as part of the carrying
        amount of the long-lived asset. SFAS 143 is effective for financial statements
        issued for fiscal years beginning after June 15, 2002. The Company adopted
        SFAS 143. SFAS 143 does not have a material effect on the Companys
        results of operations, financial position or liquidity.

F-11

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|(Unaudited)                   |                                   

Note 2. SIGNIFICANT ACCOUNTING POLICIES

| | (g) | Recent Accounting Pronouncements (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In November, 2002, the EITF reached a consensus on Issue
        No. 00-21 Revenue Arrangements with Multiple Deliverables
        (EITF 00-21). This issue addresses certain aspects of accounting
        for arrangement whereby a vendor performs multiple revenue-generating
        activities. This issue addresses how to determine whether an arrangement
        involving multiple deliverables contains more than one unit of accounting
        and how the related revenue should be measured and allocated to the separate
        units of accounting. This issue is effective for revenue arrangements
        entered into for fiscal periods beginning after June 15, 2003. There is
        no effect on the Company of EITF 00-21 on the Companys results of
        operations, financial position or liquidity as the Company currently has
        no multiple deliverable revenue arrangements.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In December of 2002, the FASB issued Statement of Financial
        Accounting Standards No. 148, Accounting for Stock-Based Compensation
        and Disclosure (SFAS148). SFAS 148 addresses additional
        disclosure rules concerning stock-based compensation and three alternative
        methods for companies to choose from for those companies that have chosen
        to expense stock options under the fair value method prescribed by SFAS
        123. The Company has not issued any stock options by March 31, 2004. (See
        Note 8 Stock-Based Compensation / Pension Plan)                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In May 2003, the FASB issued SFAS No. 150, Accounting
        for Certain Financial Instruments with Characteristics of Both Liabilities
        and Equity. It established standards for how an issuer classified
        and measures certain financial instruments with characteristics of both
        liabilities and equity. This standard was effective for financial instruments
        entered into or modified after June 30, 2003, with no material effect
        on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                               

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, 2004      |  | 17,004,166 |  | $ | 2,835,767 | 
| |  | Warrants exercised          |  | 100,000    |  |   | 15,000    | 
| |  | Balance, September 30, 2004 |  | 17,104,166 |  | $ | 2,850,767 | 

F-12

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|                              |                                   
|(Unaudited)                   |                                   

Note 3. CAPITAL STOCK (Contd)

| | c) | Warrants outstanding as at September 30, 2004 are as follows:
| | -- | -------------------------------------------------------------

| |  |                     | Units     | Exercise Price | Maturity Date                            
| |  | ------------------- | --------- | -------------- | -----------------------------------------
| |  | 482047 B.C. Ltd.    | 500,000   | $0.15 / $0.20  | November 4, 2004 / November
      4, 2005
| |  | Admiralty Fund Ltd. | 50,000    | $0.15          | December 31, 2005                        
| |  | Gary Carson Delf    | 250,000   | $0.20          | November 6, 2004                         
| |  | Lenora Gates        | 100,000   | $0.15          | November 1, 2005                         
| |  | Noble Larsen        | 100,000   | $0.15          | November 1, 2005                         
| |  |                     | 1,000,000 |                |                                          

Note 4. RELATED PARTY TRANSACTIONS

| | a) | Management fees payable - $117,500
| | -- | ----------------------------------

| |  | (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, Chief Financial Officer, Director,
        Secretary, and Treasurer of the Company, for management services provided
        to the Company by MCS Management Ltd. The unpaid portion of these management
        fees, as at September 30, 2004 is $57,500.                                                                               
| |  |      |                                                                                                                                                                                                                                                                                                                                                                 
| |  | (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 Executive
        Officer, and Director of the Company. The unpaid portion of these management
        fees, as at September 30, 2004 is $60,000.

| | b) | Directors and Officers of the Company are beneficial
        owners of common shares of the Company, as follows, at September 30, 2004:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------

| |  | Chad D. Lee         | 4,000,000 | common shares
| |  | ------------------- | --------- | -------------
| |  | Marlene C. Schluter | 4,000,000 | common shares
| |  |                     | 8,000,000 |              

| | d) | Loans to the Company unpaid as at September 30, 2004 are as follows:
| | -- | --------------------------------------------------------------------

|Netgain Management Solutions Inc. | $ | 7,660  | 
|--------------------------------- | - | ------ | 
|Chad D. Lee                       |   | 20,000 | 
|Snowy Creek Resources Ltd.        |   | 7,407  | 
|Marlene C. Schluter               |   | 10,000 | 
|                                  | $ | 45,067 | 

| |  | Netgain Management Solutions Inc. is a Company owned
        by Mr. Chad D. Lee, Chief Executive Officer, Director and a shareholder
        of the company. Snowy Creek Resources Ltd. is a Company owned by Ms. Marlene
        C. Schluter, Chief Financial Officer, Director, Secretary, and Treasurer
        and a shareholder of the company. These loans are non interest bearing,
        are unsecured, and have no specific terms of repayment, and are disclosed
        as current liabilities in these financial statements.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(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, |  
| | ------------------------------ | - | ------------- | -
| |                                |   | 2004          |  
| | Cost                           | $ | 117,089       |  
| | Accumulated
      depreciation |   | (101,619      | )
| | Net balance                    | $ | 15,470        |  

Note 6. COMPUTER TECHNOLOGY AND WEBSITE COSTS

| | a) | Acquisition From Online Innovation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 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 the receivership
        of Stratford, for a net amount of $325,000, which is capitalized in these
        financial statements. During the period ended September 30, 2004, the
        computer software costs of $37,500 have been expensed. (See Note 2(c)).

| |  |                                |   | September 30, |  
| |  | ------------------------------ | - | ------------- | -
| |  |                                |   | 2004          |  
| |  | Balance, June 30, 2004         | $ | 325,000       |  
| |  | Amortization during the period |   | (37,500       | )
| |  | Balance, September 30, 2004    | $ | 287,500       |  

F-14

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|                              |                                   
|(Unaudited)                   |                                   

|Note 7. STOCK BASED COMPENSATION/ PENSION
      PLAN
|----------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Note 8. NET LOSS PER SHARE                          
|                                                    
|                                                    
|                                                    
|                                                    

| |          | September 30,
| | -------- | -------------
| |          | 2004         
| | Basic    | 17,079,166   
| | Warrants | 1,000,000    
| | Options  | 1,500,000    
| | Diluted  | 19,579,166   

| | Computation of net loss per share:
| | ----------------------------------

| |                              | September 30,
| | ---------------------------- | -------------
| |                              | 2004         
| | Net loss per share - Basic   | $ (0.00)     
| | Net loss per share - Diluted | $ (0.00)     

|Note 9. INCOME TAXES
|--------------------
|                    
|                    

F-15

---

|ONLINE INNOVATION, INC.       |                                   
|----------------------------- | ----------------------------------
|(A Delaware Corporation)      | As Restated by Inclusion of       
|(A Development Stage Company) | Going Concern Paragraph           
|Notes to Financial Statements | And Deletion of Deferred Tax Asset
|September 30, 2004            |                                   
|(In U.S. Dollars)             |                                   
|                              |                                   
|(Unaudited)                   |                                   

|Note 9. INCOME TAXES (Contd)
|-----------------------------

|                              |   | September 30, 2004 |  
|----------------------------- | - | ------------------ | -
|Deferred tax assets           | $ | 959,358            |  
|Valuation
      allowance     | $ | (959,358           | )
|Net deferred
      tax assets | $ | -                  |  

| | The financial statements initially reported included Deferred
      Tax Asset of $52,500 as an asset in the balance sheet. This financial
      statement has amended that disclosure and eliminated the deferred tax asset
      by a write off to operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                
| | A reconciliation between the statutory federal income tax
      rate and the effective income rate of income tax expense for the period
      ended September 30, 2004 is as follows:                                                                          

|                                  | Period Ended September 30,
|--------------------------------- | --------------------------
|                                  | 2004                      
|Statutory federal income tax rate | -34.0%                    
|Valuation allowance               | 34.0%                     
|Effective income tax rate         | 0.0%                      

|Note 10. FINANCIAL INSTRUMENTS
|------------------------------
|                              
|                              
|                              
|Note 11. LOANS PAYABLE        
|                              
|                              
|                              
|                              
|                              
|Note 12. CONSULTING AGREEMENTS
|                              
|                              

F-16

---

Item 2  Plan of Operation

Cash Requirements

The Company currently has sufficient working capital to meet its operating requirements until December 15th, 2004.  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.

The Company intends to use available finances to fund ongoing operations. Funds will be utilized for general and administrative expenses, website maintenance and development and marketing.

Our financial statements disclose that there is a substantial
  doubt about our ability to continue as a going concern. We experienced an accumulated
  deficit of $2,821,640 as at September 30, 2004. As at September 30, 2004
  we had a working capital deficiency of $281,633. Our liquidity and capital
  resources are limited and we are presently relying on a combination of revenues
  from sales and equity investment in order to fund continued operations. Our
  financial condition raises serious doubt as to our ability to continue operations
  without additional equity or debt financing as described in the explanatory
  paragraph of the report of our independent auditor and note 1(c) of our financial
  statements. The presentation of our financial statements assumes that we will
  continue as a going concern and our assets and liabilities are recorded on the
  basis that the business will continue for the foreseeable future. In order to
  continue as a going concern, we must carry out our business plan and achieve
  profitability, which may not occur in the foreseeable future. If we are unable
  to continue as a going concern, the proceeds from the liquidation of our assets
  may not be sufficient to discharge our liabilities as they become due, placing
  us at risk of legal proceedings, including bankruptcy proceedings, being initiated
  by our creditors. Our inability to continue as a going concern will result in
  a significant loss of value of our common stock.

3

---

Item 6 - Exhibits

|(a) | Exhibits
|--- | --------
|    |         
|    | 31.1    
|    |         
|    | 31.2    
|    |         
|    | 32.1    
|    |         
|    | 32.2    

4

---

SIGNATURES

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

|Date: September
      1, 2005 | ONLINE INNOVATION, INC.
|----------------------------- | -----------------------
|                              | (Registrant)           

| | By: | */s/ Chad D. Lee*                
| | --- | ---------------------------------
| |     | Chad D. Lee, President, Director,
| |     | Principal Executive Officer      
| |     |                                  
| |     |                                  
| | By: | */s/ Marlene C. Schluter*        
| |     | Marlene C. Schluter, Director,   
| |     | Principal Financial Officer      

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

|By:*/s/ Chad D. Lee*             
|---------------------------------
|Chad D. Lee, President, Director,
|Principal Executive Officer      
|                                 
|Date: September 1, 2005          
|                                 
|                                 
|                                 
|                                 
|By: */s/ Marlene C. Schluter*    
|Marlene C. Schluter, Director,   
|Principal Financial Officer      
|                                 
|Date:September 1, 2005           

5

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