================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              -------------------

                                  FORM 10 - QSB

                              -------------------

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                                    333-39208
                                    ---------
                            (Commission File Number)

                  For the quarterly period ended March 31, 2004

                       COL China Online International Inc.
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)

               Delaware                           52-2224845
               --------                           ----------
     (State or other jurisdiction     (IRS Employer Identification Number)
           of incorporation)

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado, 80014
                             -----------------------
           (Address of principal executive offices including zip code)

                                 (303) 695-8530
                                 --------------
          (Small Business Issuer telephone number, including area code)

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 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
    -------    -------

As of May 10, 2004, the Registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.

Transitional Small Business Disclosure Format (Check One):
Yes         No    X
    -------    -------
<PAGE>

                       COL China Online International Inc.


                                   FORM 10-QSB

                                 March 31, 2004

                                Table of Contents

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

Item 1    Financial Statements:
          Condensed Consolidated Balance Sheets as of March 31, 2004
            (unaudited) and June 30, 2003                                     1

          Condensed Consolidated Statements of Operations for the three
            and nine months ended March 31, 2004 and 2003 (unaudited)         2

          Condensed Consolidated Statements of Cash Flows for the nine
            months ended March 31, 2004 and 2003 (unaudited)                  4

          Notes to Condensed Consolidated Financial Statements                5

Item 2    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         7

Item 3    Controls and Procedures                                            11


PART II.  OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K                                   12



Signature Page


<PAGE>
<TABLE>
<CAPTION>

                                          PART I FINANCIAL INFORMATION

Item 1   Financial Statements

                                       COL CHINA ONLINE INTERNATIONAL INC.
                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             JUNE 30, 2003          MARCH 31, 2004 (unaudited)
                                                             -------------        -------------------------------
                                                                 (Rmb)               (Rmb)              (US$)
                                                                                                 (Illustrative Only)
Assets
<S>                                                           <C>                 <C>                 <C>
CURRENT ASSETS:
    Cash                                                          548,405             333,030         $    40,187
    Accounts receivable, net of allowance for doubtful
         accounts                                                  46,520              96,615              11,659
    Prepaid expense and other receivables                         299,952             900,471             108,663
    Prepayment                                                  1,504,354             391,259              47,213
    Net investment in the lease, current portion                     --               988,294             119,258
                                                              -----------         -----------         -----------

             Total current assets                               2,399,231           2,709,689         $   326,980

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb9,762,221
    (US$1,178,016) and Rmb1,506,999 (US$181,851),
    respectively                                                3,718,632           1,424,025             171,838
NET INVESTMENT IN THE LEASE, long term portion                       --               247,073              29,815
                                                              -----------         -----------         -----------

TOTAL ASSETS                                                    6,117,863           4,380,787             528,633
                                                              ===========         ===========         ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Current portion of mortgage loans payable                     348,543                --                  --
    Accounts payable and accrued expenses                       1,985,795           1,189,590         $   143,549
    Advance deposit received                                      642,987             317,980              38,371
    Due to a minority stockholder                                 221,830             214,660              25,903
    Taxes payable                                                 190,542             194,971              23,527
                                                              -----------         -----------         -----------

             Total current liabilities                          3,389,697           1,917,201         $   231,350

NOTES PAYABLE:
    Majority Stockholder                                       63,077,865          69,468,970         $ 8,382,885
    Mortgage loans payable - net of current portion               512,069                --                  --
                                                              -----------         -----------         -----------

             Total notes payable                               63,589,934          71,386,171         $ 8,614,235

STOCKHOLDERS' DEFICIENCY:
    Preferred stock, US$0.001 par value, 5,000,000 shares
         authorized, none outstanding
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 50,155,000 shares
         issued and outstanding                                   408,864             408,864         $    49,338
    Additional paid-in capital                                  1,214,118           1,214,118             146,509
    Accumulated deficit                                       (62,450,820)        (68,594,465)         (8,277,358)
    Accumulated other comprehensive loss                          (33,930)            (33,901)             (4,091)
                                                              -----------         -----------         -----------

             Total stockholders' deficiency                   (60,861,768)        (67,005,384)        $(8,085,602)
                                                              -----------         -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                  6,117,863           4,380,787         $   528,633
                                                              ===========         ===========         ===========


                   See accompanying notes to these condensed consolidated financial statements

                                                     Page 1
<PAGE>

                                   COL CHINA ONLINE INTERNATIONAL INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                  FOR THE THREE MONTHS ENDED
                                               -----------------------------------------------------------
                                               MARCH 31, 2003                    MARCH 31, 2004
                                               --------------          -----------------------------------
                                                   (Rmb)                  (Rmb)                  (US$)
                                                                                          (Illustrative Only)

NET REVENUES:
    Kiosk solution project management                484,373                   --                     --
    Marketing fees, minority stockholder             115,437                   --                     --
     Telecommunication                                  --                   39,092           $      4,717
                                                ------------           ------------           ------------

         Total revenues                              599,810                 39,092           $      4,717

COST OF SALES:
    Kiosk solution project management                434,409                   --                     --
    Telecommunication                                198,392                166,520                 20,094
                                                ------------           ------------           ------------

                                                     632,801                166,520                 20,094
                                                ------------           ------------           ------------

    Gross margin                                     (32,991)              (127,428)               (15,377)

OPERATING EXPENSES:
    General and administrative                     2,067,594              1,721,380           $    207,721
    Amortization and depreciation                    164,514                142,531                 17,199
                                                ------------           ------------           ------------

         Total operating expenses                  2,232,108              1,863,911                224,920
                                                ------------           ------------           ------------

OPERATING LOSS                                    (2,265,099)            (1,991,339)          $   (240,297)

    Lease income                                        --                   34,649                  4,181
    Other income                                      70,538                 75,484                  9,109
                                                ------------           ------------           ------------

LOSS BEFORE MINORITY INTEREST                     (2,194,561)            (1,881,206)          $   (227,007)

    Minority interest                                   --                     --                     --
                                                ------------           ------------           ------------

NET LOSS                                          (2,194,561)            (1,881,206)          $   (227,007)
                                                ============           ============           ============

OTHER COMPREHENSIVE GAIN                                --                     --                     --
                                                ------------           ------------           ------------

COMPREHENSIVE LOSSES                              (2,194,561)            (1,881,206)          $   (227,007)
                                                ============           ============           ============

BASIC AND FULLY DILUTED NET LOSS PER SHARE            (0.044)                (0.038)                (0.005)
                                                ============           ============           ============

WEIGHTED AVERAGE COMMON SHARES                    50,155,000             50,155,000             50,155,000
                                                ============           ============           ============


               See accompanying notes to these condensed consolidated financial statements

                                                 Page 2
<PAGE>

                                     COL CHINA ONLINE INTERNATIONAL INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                     FOR THE NINE MONTHS ENDED
                                                   -----------------------------------------------------------
                                                   MARCH 31, 2003                     MARCH 31, 2004
                                                   --------------          -----------------------------------
                                                       (Rmb)                  (Rmb)                  (US$)
                                                                                              (Illustrative Only)

NET REVENUES:
    Computer network installations                        58,842                   --                     --
    Kiosk solution project management                    484,373                   --                     --
    Business service revenue                                 898                   --                     --
    Marketing fees, minority stockholder                 374,493                 65,639           $      7,921
    Telecommunication                                       --                   39,092                  4,717
                                                    ------------           ------------           ------------

         Total revenues                                  918,606                104,731           $     12,638

COST OF SALES:
    Computer network installations                        56,800                   --                     --
    Kiosk solution project management                    434,409                   --                     --
    Business service revenue                                 392                   --                     --
    Telecommunication                                    811,263                451,586           $     54,493
                                                    ------------           ------------           ------------

                                                       1,302,864                451,586                 54,493
                                                    ------------           ------------           ------------

    Gross loss                                          (384,258)              (346,855)          $    (41,855)

OPERATING EXPENSES:
    General and administrative                         6,818,678              5,564,885           $    671,520
    Amortization and depreciation                        441,844                485,726                 58,613
                                                    ------------           ------------           ------------

         Total operating expenses                      7,260,522              6,050,611           $    730,133
                                                    ------------           ------------           ------------

OPERATING LOSS                                        (7,644,780)            (6,397,466)          $   (771,988)

    Rental income                                           --                   72,000                  8,688
    Lease income                                            --                  103,947                 12,543
    Other income                                         907,208                 77,874                  9,397
                                                    ------------           ------------           ------------

LOSS BEFORE MINORITY INTEREST                         (6,737,572)            (6,143,645)          $   (741,360)

    Minority interest                                       --                     --                     --
                                                    ------------           ------------           ------------

NET LOSS                                              (6,737,572)            (6,143,645)          $   (741,360)
                                                    ============           ============           ============

OTHER COMPREHENSIVE (LOSS) GAIN                           (3,168)                    29                      4
                                                    ------------           ------------           ------------

COMPREHENSIVE LOSSES                                  (6,740,740)            (6,143,616)          $   (741,356)
                                                    ============           ============           ============

BASIC AND FULLY DILUTED NET LOSS PER SHARE                 (0.13)                 (0.12)                 (0.01)
                                                    ============           ============           ============

WEIGHTED AVERAGE COMMON SHARES                        50,155,000             50,155,000             50,155,000
                                                    ============           ============           ============


                 See accompanying notes to these condensed consolidated financial statements

                                                   Page 3
<PAGE>

                                    COL CHINA ONLINE INTERNATIONAL INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                     FOR THE NINE MONTHS ENDED
                                                        ----------------------------------------------------
                                                        MARCH 31, 2003                MARCH 31, 2004
                                                        --------------        ------------------------------
                                                             (Rmb)               (Rmb)               (US$)
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             (6,737,572)         (6,143,645)         $ (741,359)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Amortization and depreciation                       441,844             485,726              58,613
         (Gain) Loss on disposal of computer
              equipment and Education Net                   (395,991)            205,581              24,808
         Provision for staff welfare written back           (436,479)               --                  --
         Bad debts written off                                  --                17,713               2,137
         Provision for doubtful debts                        261,585                --                  --
         Change in operating assets and liabilities:
           (Increase) decrease in:
              Accounts receivables                          (337,624)            (50,095)             (6,045)
              Prepaid expense and other receivables,
                and prepayment                              (308,495)         (1,009,511)           (121,819)
              Inventories                                     19,840                --                  --
           Increase (decrease) in:
              Accounts payable and accrued expenses,
                and advance deposit received                (116,696)         (1,121,212)           (135,298)
              Taxes payable                                  (74,303)              4,429                 534
                                                          ----------          ----------          ----------

         Net cash used in operating activities            (7,683,891)         (7,611,014)         $ (918,429)
                                                          ----------          ----------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                  (814,394)           (424,291)         $  (51,200)
     Sales of equipment and properties                       750,000           2,027,591             244,671
     Expenditure on net investment in the lease                 --              (472,232)            (56,985)
     Lease payments received                                    --               741,219              89,444
                                                          ----------          ----------          ----------

         Net cash used in investing activities               (64,394)          1,872,287          $  225,930
                                                          ----------          ----------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                              (246,237)           (860,612)         $ (103,851)
     Advances from Majority Stockholder                    7,889,377           6,391,105             771,221
     Minority stockholders interest and advance              (41,846)             (7,170)               (865)
                                                          ----------          ----------          ----------

         Net cash provided by financing activities         7,601,294           5,523,323          $  666,505
                                                          ----------          ----------          ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                       (3,168)                 29                   4
                                                          ----------          ----------          ----------

NET DECREASE IN CASH                                        (150,159)           (215,375)         $  (25,990)

CASH, beginning of period                                    368,839             548,405          $   66,177
                                                          ----------          ----------          ----------

CASH, end of period                                          218,680             333,030          $   40,187
                                                          ==========          ==========          ==========


CASH PAID FOR INTEREST                                        42,960               3,845          $      464
                                                          ==========          ==========          ==========


                See accompanying notes to these condensed consolidated financial statements

                                                  Page 4
</TABLE>
<PAGE>

                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Company Organization and Operations
     -----------------------------------

     Nature of Operations - COL China Online International Inc. ("COL
     International" or the "Company") was incorporated as a Delaware corporation
     on February 22, 2000, for the purpose of acquiring and conducting the
     engineering services and the internet related business of Migration
     Developments Limited, a British Virgin Islands company ("Migration") and
     raising equity capital to be utilized in the business of Migration. Prior
     to the acquisition of Migration, the Company was considered to be in the
     development stage, due to its limited operations and lack of revenues.

     In July 2001, the Company completed its initial public offering of common
     stock. The Company issued 1,655,000 shares of common stock in this offering
     at US$0.05 per share (approximately US$83,000). All net proceeds from this
     offering were used to pay costs associated with the offering.

     On September 24, 2001, the Company acquired all the outstanding shares of
     common stock of Migration in exchange for 40.2 million shares of the
     Company's common stock. As a result of the acquisition, Migration became a
     wholly owned subsidiary of the Company.

     For financial reporting purposes, the acquisition of Migration by the
     Company on September 24, 2001 has been treated as a reverse acquisition.
     Migration is the continuing entity for financial reporting and the
     acquisition of the Company is considered a recapitalization and
     restructuring of Migration. On this basis, the historical financial
     statements prior to September 24, 2001 represent the financial statements
     of Migration. The historical shareholders' equity accounts of the Company
     have been retroactively restated to reflect the issuance of 40,200,000
     shares of common stock since inception of Migration and the issuance of
     9,955,000 shares of stock upon the merger with the Company.

     Migration was formed on May 18, 1998 and has two subsidiaries, Shenzhen
     Knowledge & Communications Co., Ltd. (formerly Shenzhen Rayes Electronic
     Systems Co., Ltd.) ("Joint Venture") and Shanghai Shangyi Science and Trade
     Information Consulting Co., Ltd. ("Shangyi"), in which it has 90% and 70%
     equity interests, respectively. The Joint Venture and Shangyi are
     Sino-foreign equity joint ventures in the People's Republic of China (PRC).
     Most of the operations of Migration are through the Joint Venture, which
     did not commence substantive operations until the Spring of 1999. The
     acquisitions of Joint Venture and Shangyi had been accounted for as
     purchases by Migration.

     Migration initially provided marketing and technical services for Internet
     Service Providers (ISP) and value-added services generally related to the
     installation of computer network systems (i.e., Local Area Networks or
     LANs) in the PRC.

     Because the Company's past business model of attempting to be the IT
     department for small and medium-sized business by offering a broad range of
     IT services and providing electronic commerce services has not been
     successful, the Company has developed a new business model. The Company is
     developing two IT businesses through two divisions. COL|Convergence will
     focus on the provision of internet and telecommunication convergence
     solutions and COL|Interactive will focus on providing customer-specific
     solutions for the retail industry.

     As of January 1, 2004, all assets and operations unrelated to the business
     of COL|Convergence and COL|Interactive have been disposed of.

                                     Page 5
<PAGE>

                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   Basis of Presentation
     ---------------------

     The unaudited condensed consolidated financial statements have been
     prepared by the Company, pursuant to the rules and regulations of the
     Securities and Exchange Commission (SEC). Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been omitted
     pursuant to such SEC rules and regulations; nevertheless, the Company
     believes that the disclosures are adequate to make the information
     presented not misleading. These financial statements have been prepared on
     the same basis as the annual financial statements. These financial
     statements and the notes hereto should be read in conjunction with the
     financial statements and notes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended June 30, 2003 which was filed
     October 14, 2003. In the opinion of the Company, all adjustments, including
     normal recurring adjustments necessary to present fairly the financial
     position of the Company as of March 31, 2004 and the results of its
     operations and cash flows for the quarter and nine month periods then
     ended, have been included. The results of operations for the interim period
     are not necessarily indicative of the results for the full year.

     The amounts included in the financial statements are presented in Renminbi
     ("Rmb") which is the Company's functional currency, unless otherwise
     indicated as US dollars, because the Company's operations are primarily
     located in the PRC. For illustrative purposes, the condensed consolidated
     balance sheet as of March 31, 2004 and condensed consolidated statement of
     operations for the three months and nine months ended March 31, 2004 and
     condensed consolidated statement of cash flows for the nine months ended
     March 31, 2004 have been translated into US dollars at approximately 8.2870
     Rmb to the dollar, which was the exchange rate at March 31, 2004.

3.   Comprehensive Income Loss
     -------------------------

     The Company accounts for comprehensive income (loss) in accordance with
     SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes
     standards for reporting comprehensive income and its components in
     financial statements. Comprehensive income, as defined therein, refers to
     revenues, expenses, gains and losses that are not included in net income
     but rather are recorded directly in stockholders' equity. Accumulated other
     comprehensive loss for the quarter and nine months ended March 31, 2004,
     respectively, represented foreign currency translation adjustments.

4.   Net Loss Per Share
     ------------------

     Basic and diluted net loss per share is computed by dividing net loss by
     the weighted average number of common shares outstanding.

     Pursuant to the Company's 2000 Stock Option Plan, options may be granted to
     purchase an aggregate of 4,000,000 shares of common stock to key employees
     and other persons who have or are contributing to the Company's success. As
     of March 31, 2004, no options had been granted under the 2000 plan.

                                     Page 6
<PAGE>

Item 2   Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     This document contains certain forward-looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2003.

Overview
--------

     COL China Online International, Inc. (the "Company" or "COL International")
was formed for the purpose of acquiring and conducting the engineering services
and the internet related business of Migration Development Limited, a British
Virgin Islands Company ("Migration") and raising equity capital to be utilized
in the business of Migration. Prior to the acquisition of Migration on September
24, 2001, the Company was considered to be in the development stage, due to its
limited operations and lack of revenues.

     Initial Public Offering - In July 2001, the Company completed its initial
public offering of common stock. The Company issued 1,655,000 shares of common
stock in this offering at US$0.05 per share (approximately US$83,000). All net
proceeds from this offering were used to pay costs associated with the offering.

     Going concern - The ability of the Company to continue operations as a
going concern is dependent upon the continuing support from Honview
International Limited ("Honview"), a former shareholder of Migration, which is
now a major stockholder of the Company, until such time as, when or if, the
combined entity of the Company and Migration achieve profitable operations
and/or additional funds are raised in future private and public offerings.

     Acquisition -In September 2001, the Company acquired all the outstanding
shares of common stock of Migration in exchange for 40.2 million shares of the
Company's common stock. As a result of the acquisition, Migration became a
wholly owned subsidiary of the Company. However, for accounting purposes, this
transaction is treated a reverse acquisition, whereby Migration is considered as
an acquirer.

     Migration was formed on May 18, 1998 and has two subsidiaries, Shenzhen
Knowledge & Communications Co., Ltd. (formerly Shenzhen Rayes Electronic Systems
Co., Ltd.) (the "Joint Venture") and Shanghai Shangyi Science and Trade
Information Consulting Co., Ltd. ("Shangyi"), in which it has 90% and 70% equity
interests, respectively. The Joint Venture and Shangyi are Sino-foreign equity
joint ventures in the People's Republic of China (the "PRC"). Most of the
operations of Migration are through the Joint Venture, which did not commence
substantive operations until the Spring of 1999.

     Migration has been providing marketing and technical services for Internet
Service Providers (ISP) and value-added services generally related to the
installation of computer network systems (i.e., Local Area Networks or LANs) in
the PRC. Migration is also developing proprietary websites in which it markets
services and products of other companies and receives subscriber and/or
transactional fees for its services. Migration also designs websites and
provides hosting services to other companies.

     Disposal - The Company terminated its Education Net business in Wuhan by
disposing of its entire interest in and assets of Education Net for a total
consideration of Rmb750,000 (US$90,502) in July 2002 and since then the
operation of Education Net in Wuhan was ceased. Prior to the disposal of the
Wuhan operations, the Wuhan business, including the Education Net business,
recorded an operating loss of Rmb450,666 (US$54,380) from ordinary activities
during the year ended June 30, 2003, while the operating loss of the year ended

                                     Page 7
<PAGE>

June 30, 2001 and 2002 was Rmb3,284,835 and Rmb3,292,697, respectively. The
non-recurring transaction related to the disposal of Education Net resulted in
gain on disposal of equipment of Rmb385,690 (US$46,539) as well as a reduction
of staff welfare liabilities of Rmb436,479 (US$52,668), totaling Rmb822,169
(US$99,207), which was included in the statement of operations, for the year
ended June 30, 2003. The Company also disposed of the two properties in Wuhan in
November 2003.

     Plan of Operations - Because the Company's past business model of
attempting to be the IT department for small and medium-sized business by
offering a broad range of IT services and providing electronic commerce services
has not been successful, the Company has developed a new business model. The
Company is developing two IT businesses through two divisions. COL|Convergence
will focus on the provision of internet and telecommunication convergence
solutions and COL|Interactive will focus on providing customer-specific
solutions for the retail industry.

     As of January 1, 2004, all assets and operations unrelated to the business
of COL|Convergence and COL|Interactive have been disposed of.

COL|Convergence Business Overview
---------------------------------

     COL|Convergence (COLc) is developing as a leading provider of communication
services offering tailored solutions to multinational companies in China.

     The mission of COLc is to help its customers obtain the communication
environments they need to be able to compete on the highest levels. After a
custom-made plan is developed for each client, COLc plans to deploy and manage
the technology with its experienced staff of engineers and managers.

     COLc is currently negotiating with several telecommunication network
providers to formulate its business model.

COL Interactive Business Overview
---------------------------------

     The aim of COL|Interactive (COLi) is to increase sales for retail groups
and leading Famous Multinational Conglomerates (FMCG) operating in the greater
China area by implementing and integrating various technologies "In-Store".

     COLi's philosophy is based around "Customer Specific Services". By linking
consumers and their purchasing history and habits with in-store point of
purchasing advertising devices, COLi believes it can market FMCG's products in
the most effective way and increase sales in all areas.

     In-store advertising has the strongest influence over the in-store purchase
decision and impulse buy. COLi plans to take traditional in-store advertisement
to the next level by implementing and integrating its multimedia and interactive
technologies.

     COLi intends to partner with leading retail groups in the region and is
currently negotiating with one of China's largest retail chain stores and a
convenience store chain.

     The Company has a negative cash flow from operating activities and is
seeking additional financing in order to satisfy its cash requirements. The
Company anticipates that it will require approximately Rmb6,000,000 (or
approximately US$724,000) in financing during the next 12 months to satisfy its
cash requirements for the development of the Company's new business plan. The
Company, through its Migration subsidiary, currently employs approximately 30
employees in China. The Company may recruit more staff should its plan of
operations prove successful, of which there is no assurance.

     We anticipate purchases of equipment amounting up to approximately
Rmb500,000 (or approximately US$61,000) the coming year in order to implement
the Company's new business plan.

                                     Page 8
<PAGE>

Results of Operations

     Revenues for the three months ended March 31, 2004 included revenue from
telecommunication services of Rmb39,092 (US $4,717). During the three months
ended March 31, 2003, the Company had no revenue from telecommunication
services.

     For the three months ended March 31, 2004, no marketing fees were received
from Shenzhen Rayes Group Co., Ltd. ("Rayes Group") compared to marketing fees
of Rmb115,437 (US $13,930) for the three months ended March 31, 2003. For the
nine months ended March 31, 2004, marketing fees received from Rayes Group
amounted to Rmb65,639 (US$7,921) compared to marketing fees of Rmb374,493 (US
$45,190) for the nine months ended March 31, 2003. The decrease in revenues
attributable to the Rayes Group is primarily due to the ceasing of the Company's
related ISP business.

     For the three months ended March 31, 2003 and 2004 and for the nine months
ended March 31, 2004, the Company generated no revenues from computer network
installations, kiosk solution project management and business service. For the
nine months ended March 31, 2003, the Company generated revenues of Rmb58,842
(US$7,100), Rmb484,373 (US $58,450) and Rmb898 (US $108), respectively, from
computer network installations, kiosk solution project management and business
service. The decrease in revenues attributable to computer network
installations, kiosk solution project management and business service is
primarily due to the change in the Company's business operations.

     Marketing fees are related to the Joint Venture's share of 50 percent of
the revenues generated from ISP services owned by a minority shareholder, Rayes
Group, and computer hosting of web sites for customers. The Company has not yet
generated significant revenues from these lines of business, but is devoting
substantial resources to developing this business. To date, most ISP services
are paid by a limited number of individual dial-up customers and internet games
centers in Shanghai, as well as a limited number of companies whose web sites
are hosted by the Company. The Company also designs web sites for companies,
however, insignificant revenue has been generated from this activity to date. To
the extent that the Company designs and hosts a customer's web sites, the
related revenue from the design will generally be deferred and recognized over
the hosting term of the contract or expected life of the customer, if longer.

     In connection with these services, the Company has an agreement with Rayes
Group to reimburse Rayes Group for its actual transmission (i.e., telephone
line) costs, provided that Rayes Group will pay all incremental costs related to
expansion of the telecommunications facilities related to the ISP operations.
These amounts totaled Rmb451,586 (US$54,493) and Rmb811,263 (US $97,895) during
the nine months ended March 31, 2004 and 2003, respectively. The Joint Venture
has no long-term commitments in connection with its telecommunication costs
other than management fees payable to the Rayes Group for providing services.
The decrease in telecommunication costs is primarily due to the ceasing of the
Company's related ISP business.

     For the three months ended March 31, 2004, the Company had other income of
Rmb75,484 (US$9,109) as compared to Rmb70,538 (US $8,512) for the corresponding
period in 2003. "Other income" primarily represents interest income and
miscellaneous income. The net increase in other income is primarily due to a
decrease in interest income and an increase in miscellaneous income. For the
nine months ended March 31, 2004, the Company had other income of Rmb77,874
(US$9,397) as compared with Rmb907,208 (US $109,472) which was primarily
comprised of gain on disposal of Education Net for the nine months ended March
31, 2003 as mentioned above.

     During the quarter, the Company used a system of computer network and
software for generating lease income, costing approximately Rmb1,976,000
(US$238,456) and the corresponding net investment in the lease is presented in
the Company's consolidated balance sheet with a long-term portion of Rmb247,073
(US$29,815) and a current portion of Rmb988,294 (US$119,258) as of March 31,
2004. The relevant lease income for the three months and nine months ended March
31, 2004 was Rmb34,649 (US$4,181) and Rmb103,947 (US$12,543), respectively.

                                     Page 9
<PAGE>

     General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended March 31, 2004 and 2003, general and
administrative costs totaled Rmb1,721,380 (US$207,721) and Rmb2,067,594 (US
$250,313), respectively. For the nine months ended March 31, 2004 and 2003,
general and administrative costs totaled Rmb5,564,885 (US$671,520) and
Rmb6,818,678 (US $822,806). The decrease in general and administrative costs
mainly result from the closing of the Wuhan Branch and the ceasing of the
Company's related business during the period.

     Amortization and depreciation expense for the three months ended March 31,
2004 and 2003 was Rmb142,531 (US$17,199) and Rmb164,514 (US $19,852),
respectively. For the nine months ended March 31, 2004 and 2003, amortization
and depreciation expense are Rmb485,726 (US$58,613) and Rmb441,844 (US $53,317).
The increase is due to more fixed assets employed for business operation.

     The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization. No share of loss
has been absorbed by minority shareholder for the three months and nine months
ended March 31, 2004 and 2003 as its initial capital contribution was fully
absorbed.

     The above has resulted in net losses of Rmb1,881,206 (US$227,007) and
Rmb2,194,561 (US $265,364) for the three months ended March 31, 2004 and 2003,
respectively, compared to Rmb6,143,645 (US$741,360) and Rmb6,737,572 (US
$813,019) for the nine months ended March 31, 2004 and 2003. The Company expects
to continue to incur losses until its services are more fully developed and
accepted in China.

Liquidity and Capital Resources

     As of March 31, 2004 and June 30, 2003, the Company had a positive working
capital of Rmb792,488 (US$95,630) and negative working capital of Rmb990,446 (US
$119,515), respectively. As of March 31, 2004, advances from the majority
stockholder totaled Rmb69,468,970 (US$8,382,885). The Company's management
believes the majority stockholder will continue to provide financial support to
the Company, and the majority stockholder has signed a note agreement to provide
financial support up to US$8 million. Migration's ability to continue operations
is currently dependent upon continuing financial support from its majority
stockholder. Included in liabilities as of June 30, 2003 were mortgage loans
payable of Rmb860,612 (US $103,845), which were incurred in connection with the
purchase of office space and staff quarters in Wuhan, China. The Company has no
mortgage loans payable as of March 31, 2004 because the properties were wholly
disposed of during the period under review.

     Cash used in operating activities for the nine months ended March 31, 2004
was Rmb7,611,014 (US$918,429) as compared with Rmb7,683,891 (US $927,212) for
the nine months ended March 31, 2003. The cash used in operations was to fund
operating losses of Rmb6,143,645 (US$741,359) and Rmb6,737,572 (US $813,019),
generally offset by non-cash expenses related to amortization and depreciation
of Rmb485,726 (US$58,613) and Rmb441,844 (US $53,317), provision for staff
welfare fund written back of Nil and Rmb436,479 (US $52,670) for the nine months
ended March 31, 2004 and 2003, respectively.

     Cash provided for investing activities of Rmb1,872,287 (US$225,930) for the
three months ended March 31, 2004 was due to proceeds generated from disposal of
properties during the period compared to cash used in investing activities for
the last corresponding period of 2003 was Rmb64,394 (US$7,770).

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the nine months ended March 31,
2004 and 2003, the majority stockholder has advanced Rmb5,523,323 (US$666,505)
and Rmb7,601,294 (US$917,244), respectively.

                                    Page 10
<PAGE>

Critical Accounting Policies

     The Company's significant accounting policies are described in note 2 to
the financial statements for the years ended June 30, 2002 and 2003 included in
the Company's Form 10-KSB in the accompanying financial statements and notes to
consolidated financial statements. The Company believes its most critical
accounting policies include accounting for provision for doubtful debts and
impairment loss provision.

     No provision for impairment loss on fixed assets and net investment in the
lease is made for the three months and nine months ended March 31, 2004,
respectively, because the carrying value, net of accumulated depreciation and
impairment of Rmb9,762,221 (US$1,178,016) and Rmb1,506,999 (US$181,851),
respectively, of fixed assets and the carrying value of net investment in the
lease are stated at its recoverable amount at the period-end date estimated by
the management.


Item 3   Controls and Procedures

     Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with participation of the Company's
management, including our Chief Executive Officer and Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14 (c) under the Securities Exchange Act of 1934). Based on
their evaluation, as of March 31, 2004, our Chief Executive Officer and
Principal Financial Officer have concluded that disclosure controls and
procedures are, to the best of their knowledge, effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. Subsequent to the date of their evaluation, there were not
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.






                                    Page 11
<PAGE>

Item 6. Exhibits And Reports On Form 8-K

     (a)  Exhibits.
          ---------

          Exhibit No.   Description
          -----------   -----------

          31            Certifications of the Chief Executive Officer and Chief
                        Financial Officer pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002

          32            Certifications of Chief Executive Officer and Chief
                        Financial Officer pursuant to 18 U.S.C. Section 1350 as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002


     (b)  Reports on Form 8-K.
          --------------------

          During the quarter ended March 31, 2004 the Company filed did not file
          any Current Reports on Form 8-K.












                                    Page 12
<PAGE>



                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act Of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                         COL CHINA ONLINE INTERNATIONAL INC.


Date:  May 20, 2004                      By: /s/ Anthony Ng
                                         ---------------------------------------
                                         Anthony Ng
                                         Chief Executive Officer















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