---

UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

___________________________

FORM
10  QSB

___________________________

QUARTERLY
REPORT UNDER SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934.

333-39208(Commission
File Number)

(Mark
One)

[X]     QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
quarterly  period ended December 31, 2006.

OR

[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE  TRANSITION PERIOD ________.

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

|                                               | 
|---------------------------------------------- | 
|                                               | 
|Delaware                                       | 
|(State or other jurisdiction of incorporation) | 

3176
South Peoria Court, Suite 100Aurora, 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
February 12, 2007, 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  ]

---



---

COL
China Online International Inc.

REPORT
ON FORM 10-QSB

For
the Period Ended December 31, 2006

Table
of Contents

|                              |  |                                                                                                                  
|----------------------------- |  | -----------------------------------------------------------------------------------------------------------------
|PART I. FINANCIAL INFORMATION |  |                                                                                                                  
|                              |  |                                                                                                                  
|Item 1                        |  | Financial Statements:                                                                                            
|                              |  | Condensed Consolidated Balance Sheets as of December 31, 2006 (unaudited) and June 30, 2006                      
|                              |  |                                                                                                                  
|                              |  | Condensed Consolidated Statements of Operations for the three months ended December 31, 2006 and 2005 (unaudited)
|                              |  |                                                                                                                  
|                              |  | Condensed Consolidated Statements of Operations for the six months ended December 31, 2006 and 2005 (unaudited)  
|                              |  |                                                                                                                  
|                              |  | Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2006 and 2005 (unaudited)  
|                              |  |                                                                                                                  
|                              |  | Notes to Condensed Consolidated Financial Statements                                                             
|Item 2                        |  | Managements Discussion and Analysis of Financial Condition                                                      
|                              |  | and Results of Operations                                                                                        
|Item 3                        |  | Controls and Procedures                                                                                          
|                              |  |                                                                                                                  
|PART II.OTHER INFORMATION     |  |                                                                                                                  
|                              |  |                                                                                                                  
|Item 1                        |  | Legal Proceedings                                                                                                
|Item 2                        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      
|Item 3                        |  | Defaults Upon Senior Securities                                                                                  
|Item 4                        |  | Submissions of Matters to a Vote of Security Holders                                                             
|Item 5                        |  | Other Information                                                                                                
|Item 6                        |  | Exhibits                                                                                                         
|                              |  |                                                                                                                  
|Signature Page                |  |                                                                                                                  
|                              |  |                                                                                                                  
|Exhibit 31.1 Certification    |  |                                                                                                                  
|Exhibit 32.1 Certification    |  |                                                                                                                  
|                              |  |                                                                                                                  

Page 1



---

PART
I FINANCIAL INFORMATIONCOL CHINA ONLINE INTERNATIONAL INC.CONDENSED
CONSOLIDATED BALANCE SHEETS

|                                                         | DECEMBER 31, 2006 (unaudited) | JUNE 30, 2006 |  
|-------------------------------------------------------- | ----------------------------- | ------------- | -
|
|ASSETS                                                   |                               |               |  
|                                                         |                               |               |  
|CURRENT ASSETS:                                          |                               |               |  
|Cash                                                     |                               | 29,659        |  
|Accounts receivable, net of an allowance for doubtful    |                               |               |  
|accounts                                                 |                               | 4,185         |  
|Deposits and other receivables                           |                               | 62,964        |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|Total current assets                                     |                               | 96,808        |  
|                                                         |                               |               |  
|PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated |                               |               |  
|depreciation and impairment of Rmb12,344,122             |                               |               |  
|(US$1,579,037) and Rmb10,589,897 (US$1,317,930),         |                               |               |  
|respectively                                             |                               | 24,134        |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|TOTAL ASSETS                                             |                               | 120,942       |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                 |                               |               |  
|                                                         |                               |               |  
|CURRENT LIABILITIES:                                     |                               |               |  
|Accounts payable and accrued expenses                    |                               | 86,037        |  
|Taxes payable                                            |                               | 24,976        |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|Total current liabilities                                |                               | 111,013       |  
|                                                         |                               |               |  
|NON-CURRENT LIABILITIES:                                 |                               |               |  
|Payable to Majority Stockholder                          |                               | 10,220,768    |  
|                                                         |                               |               |  
|Other loan                                               |                               |              |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|Total non-current liabilities                            |                               | 10,331,781    |  
|                                                         |                               |               |  
|STOCKHOLDERS DEFICIENCY:                                |                               |               |  
|Common stock, US$0.001 par value, 100,000,000 shares     |                               |               |  
|authorized and 50,155,000 shares issued and              |                               |               |  
|outstanding                                              |                               | 50,155        |  
|Additional paid-in capital                               |                               | 146,507       |  
|Accumulated deficit                                      |                               | (10,524,621   | )
|Other comprehensive income                               |                               | 117,120       |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|Total stockholders deficiency                           |                               | (10,210,839   | )
|                                                         |                               |               |  
|                                                         |                               |               |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY           |                               | 120,942       |  
|                                                         |                               |               |  
|                                                         |                               |               |  
|                                                         |                               |               |  

See
accompanying notes to these consolidated financial statements.

Page 2



---

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

|                                           | FOR THE THREE MONTHS ENDED |            |  
|------------------------------------------ | -------------------------- | ---------- | -
|
|
|NET REVENUES:                              |                            |            |  
|Telecommunication                          |                            | 150,447    |  
|Marketing fee  PIERS                      |                            | 11,795     |  
|                                           |                            |            |  
|                                           |                            |            |  
|Total revenues                             |                            | 162,242    |  
|                                           |                            |            |  
|COST OF SALES:                             |                            |            |  
|Telecommunication                          |                            | 107,584    |  
|Marketing fee  PIERS                      |                            | 189        |  
|                                           |                            |            |  
|                                           |                            |            |  
|                                           |                            | 107,773    |  
|                                           |                            |            |  
|                                           |                            |            |  
|Gross Margin                               |                            | 54,469     |  
|                                           |                            |            |  
|OPERATING EXPENSES:                        |                            |            |  
|General and administrative                 |                            | 162,255    |  
|Amortization and depreciation              |                            | 2,689      |  
|                                           |                            |            |  
|                                           |                            |            |  
|Total operating expenses                   |                            | 164,944    |  
|                                           |                            |            |  
|                                           |                            |            |  
|OPERATING LOSS                             |                            | (110,475   | )
|                                           |                            |            |  
|Rental income                              |                            | 33,579     |  
|Other income                               |                            | 85         |  
|                                           |                            |            |  
|                                           |                            |            |  
|LOSS BEFORE MINORITY INTEREST              |                            | (76,811    | )
|                                           |                            |            |  
|Minority interest                          |                            |           |  
|                                           |                            |            |  
|                                           |                            |            |  
|NET LOSS                                   |                            | (76,811    | )
|                                           |                            |            |  
|                                           |                            |            |  
|COMPREHENSIVE LOSS                         |                            | (76,811    | )
|                                           |                            |            |  
|                                           |                            |            |  
|BASIC AND FULLY DILUTED NET LOSS PER SHARE |                            | (0.002     | )
|                                           |                            |            |  
|                                           |                            |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON STOCK    |                            | 50,155,000 |  
|                                           |                            |            |  
|                                           |                            |            |  

See
accompanying  notes to these consolidated financial statements.

Page 3



---

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

|                                           | FOR THE SIX MONTHS ENDED |            |  
|------------------------------------------ | ------------------------ | ---------- | -
|
|
|NET REVENUES:                              |                          |            |  
|Telecommunication                          |                          | 206,773    |  
|Marketing fee PIERS                        |                          | 41,268     |  
|                                           |                          |            |  
|Total revenues                             |                          | 248,041    |  
|                                           |                          |            |  
|COST OF SALES:                             |                          |            |  
|Telecommunication                          |                          | 121,523    |  
|Marketing fee PIERS                        |                          | 1,274      |  
|                                           |                          |            |  
|                                           |                          | 122,797    |  
|                                           |                          |            |  
|Gross Margin                               |                          | 125,244    |  
|                                           |                          |            |  
|OPERATING EXPENSES:                        |                          |            |  
|General and administrative                 |                          | 332,361    |  
|                                           |                          |            |  
|Amortization and depreciation              |                          | 5,345      |  
|                                           |                          |            |  
|Total operating expenses                   |                          | 337,706    |  
|                                           |                          |            |  
|                                           |                          |            |  
|                                           |                          |            |  
|OPERATING LOSS                             |                          | (212,462   | )
|                                           |                          |            |  
|Rental income                              |                          | 66,736     |  
|                                           |                          |            |  
|Other income                               |                          | 137        |  
|                                           |                          |            |  
|                                           |                          |            |  
|LOSS BEFORE MINORITY INTEREST              |                          | (145,589   | )
|                                           |                          |            |  
|Minority interest                          |                          |           |  
|                                           |                          |            |  
|                                           |                          |            |  
|NET LOSS                                   |                          | (145,589   | )
|                                           |                          |            |  
|                                           |                          |            |  
|COMPREHENSIVE LOSS                         |                          | (145,589   | )
|                                           |                          |            |  
|                                           |                          |            |  
|BASIC AND FULLY DILUTED NET LOSS PER SHARE |                          | (0.003     | )
|                                           |                          |            |  
|                                           |                          |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON STOCK    |                          | 50,155,000 |  
|                                           |                          |            |  
|                                           |                          |            |  
|                                           |                          |            |  

See
accompanying  notes to these consolidated financial statements.

Page 4



---

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

|                                                   | FOR THE SIX MONTHS ENDED |          |  
|-------------------------------------------------- | ------------------------ | -------- | -
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:              |                          |          |  
|Net loss                                           |                          | (145,589 | )
|Adjustments to reconcile net loss to net cash used |                          |          |  
|in operating activities:                           |                          |          |  
|Amortization and depreciation                      |                          | 5,345    |  
|Change in operating assets and liabilities:        |                          |          |  
|(Increase) Decrease in:                            |                          |          |  
|Accounts receivables                               |                          | (1,996   | )
|Other assets                                       |                          | 1,883    |  
|(Decrease) Increase in:                            |                          |          |  
|Accounts payable and accrued expenses              |                          | (34,613  | )
|Taxes payable                                      |                          | (5,007   | )
|                                                   |                          |          |  
|                                                   |                          |          |  
|Net cash used in operating activities              |                          | (179,977 | )
|                                                   |                          |          |  
|                                                   |                          |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:              |                          |          |  
|Purchase of equipment                              |                          |         |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|Net cash used in investing activities              |                          |         |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:              |                          |          |  
|Other loan repayment                               |                          | (19,188  | )
|Advances from Majority Stockholder                 |                          | 203,007  |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|Net cash provided by financing activities          |                          | 183,819  |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH            |                          | 203      |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|NET INCREASE IN CASH                               |                          | 4,045    |  
|                                                   |                          |          |  
|CASH, beginning of period                          |                          | 25,614   |  
|                                                   |                          |          |  
|                                                   |                          |          |  
|CASH, end of period                                |                          | 29,659   |  
|                                                   |                          |          |  
|                                                   |                          |          |  

See
accompanying  notes to these consolidated financial statements.

Page 5



---

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 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. Beginning in
approximately January 2004, the Company focused its business on internet and
telecommunication convergence solutions and customer-specific solutions for the
retail industry.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.    Basis of
Presentation

| | 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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, 2006,
which was filed on October 20, 2006. In the opinion of the Company, all
adjustments, including normal recurring adjustments necessary to present fairly
the financial position of the Company as of December 31, 2006 and the results of
its operations and cash flows for the three-month and six-month period 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 COL Internationals functional currency,
because COL Internationals operations are primarily located in the
Peoples Republic of China (PRC). For illustrative purposes,
the condensed consolidated balance sheet as of December 31, 2006 and condensed
consolidated statement of operations for the three months and six months ended
December 31, 2006 and condensed consolidated statement of cash flows for the six
months ended December 31, 2006 have been translated into US dollars at
approximately 7.8175 Rmb to the dollar, which was the exchange rate at December
31, 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.    Recently
Issued Accounting Standards

| | There
are no new accounting pronouncements for which adoption is expected to have a
material effect on the Companys condensed consolidated financial
statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 6



---

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

4.   
Comprehensive Loss

| | The
Company accounts for comprehensive 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 income for the
three months period ended December 31, 2006, respectively, represented foreign
currency translation adjustments.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.    Net Loss
Per Share

| | Basic
and diluted net loss per share is computed by dividing net loss by the weighted
average number of common stock 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
December 31, 2006, no options had been granted under the 2000 plan.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 7



---

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, 2006.

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.

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.

Plan
of Operations  The Company has focused and will continue to focus on
the provision of internet and telecommunication convergence solutions to its
customers. COL|Convergence (COLc) is developing into a provider of
communication services offering tailored solutions to multinational companies in
China.

In
November 2005, COLc signed an Overseas Representative Agreement
(ORA) on a revenue sharing basis with Commonwealth Business Media,
Inc. (CBM) to promote and market their trade data products to end
users in the region of Eastern China. Port Import Export Reporting Service
(PIERS), a division of CBM, is legally authorized by the U.S.
Customs and Border Protection (title 19, code of Federal Regulations, part
103.31) to collect and publish import/export information derived from manifests
of vessels calling at U.S. ports. The ORA signed with CBM, subject to renewal
upon consent by both parties, is for a period of two years commencing on
November 21, 2005. The Company may recruit more staff should its plan of
operations prove successful, of which there is no assurance.

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 Rmb2,000,000 (or approximately
US$253,000) in financing during the next 12 months to satisfy its cash
requirements for the continued development of the Companys 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.

Page 8



---

Results of
Operations

Three
Months Ended December 31, 2006 compared to Three Months Ended December 31, 2005

Revenue
for the three months ended December 31, 2006 included service commission
revenues from telecommunications of Rmb1,176,122 (US$150,447) compared to
services commission revenues from telecommunication of Rmb638,560 for the three
months ended December 31, 2005 The increase is due to a new project initiated by
the Company to promote internet fixed line services to end users that began in
August 2006 and was terminated in December 2006. There was no such project
during the three months ended December 31, 2005. Revenue for the three months
ended December 31, 2006 also included marketing fee revenues derived from sales
of the Companys trade data products on a revenue sharing basis with CBM of
Rmb92,206 (US$11,795) compared to Rmb78,710 for the three moths ended December
31, 2005. The increase is primarily due to the fact that the contract with CBM
did not being until November 21, 2005, and as a result, revenues during 2005
only reflect slightly more than one month of revenues whereas revenues during
2006 reflect three months of revenues.

The
service commission revenues stem from the Companys contract with a
telecommunication services company selling IDD (IP phone) to end-users. The
Company receives telecommunication services commission income from the agent,
which is a percentage of fees from the monthly payments of end users.

The
marketing fee revenue is derived from sales of the Companys trade data
products through its agreement with CBM. The Company contracted with CBM on a
revenue sharing basis to promote and market their trade data products to end
users in the region of Eastern China.

For
the three months ended December 31, 2006, the Company had other income of Rmb661
(US$85) as compared to Rmb660 for the three months ended December 31, 2005.
Other income primarily represents interest income and miscellaneous
income.

General
and administrative costs include salaries, rent, travel other overhead costs.
For the three months ended December 31, 2006 and 2005, general and
administrative costs totaled Rmb1,268,419 (US$162,255) and Rmb1,095,570,
respectively. The increase is mainly due to an increase in rent paid per square
meter.

Amortization
and depreciation expense for the three months ended December 31, 2006 and 2005
was Rmb21,024 (US$2,689) and Rmb126,187, respectively. The decrease is primarily
due to some fixed assets were fully depreciated in 2005.

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 ended December 31, 2006
and 2005 as its initial capital contribution was fully absorbed.

The
above has resulted in net losses of Rmb600,470 (US$76,811) and Rmb931,514 for
the three months ended December 31, 2006 and 2005, respectively.

Six
Months Ended December 31, 2006 compared to Six Months Ended December 31, 2005

Revenue
for the six months ended December 31, 2006 included service commission revenues
from telecommunication of Rmb1,622,041 (US$206,773) compared to Rmb1,004,139 for
the six months ended December 31, 2005. The increase is due to a new project
initiated by the Company to promote internet fixed line services to end users
that began in August 2006 and was terminated in December 2006. There was no such
project during the six months ended December 31, 2005. Revenue for the six
months ended December 31, 2006 also included marketing fee revenue derived from
sales of the Companys trade data products on a revenue sharing basis with
CBM Rmb325,536 (US$41,268) compared to Rmb78,710 for the six months ended
December 31, 2005. The increase is primarily due to the fact that the contract
with CBM did not being until November 21, 2005, and as a result, revenues during
2005 only reflect slightly more than one month of revenues whereas revenues
during 2006 reflect six months of revenues.

Page 9



---

For
the six months ended December 31, 2006, the Company had other income of Rmb1,072
(US$137) as compared to Rmb1,196 for the six months ended December 31, 2005.

For
the six months ended December 31, 2006 and 2005, general and administrative
costs totaled Rmb2,615,120 (US$332,361) and Rmb2,517,345 respectively. The
increase is mainly due to an increase in rent paid per square meter.

Amortization
and depreciation expense for the six months ended December 31, 2006 and 2005 was
Rmb42,048 (US$5,345) and Rmb249,719, respectively. The decrease is primarily due
to some fixed assets were fully depreciated in 2005.

The
above has resulted in net losses of Rmb1,144,976 (US$145,589) and Rmb2,070,903
for the six months ended December 31, 2006 and 2005, respectively. 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 December 31, 2006 and June 30, 2006, the Company had a negative working
capital of Rmb111,046 (US$14,205) and Rmb453,274, respectively. As of December
31, 2006, advances from the majority stockholder totaled Rmb79,900,856
(US$10,220,768) compared to advances from the majority stockholder of
Rmb78,678,141 as of June 30, 2006. The Companys management believes the
majority stockholder will continue to provide financial support to the Company.

Cash
used in operating activities for the six months ended December 31, 2006 was
Rmb1,413,533 (US$179,977) as compared with Rmb1,646,055 for the six months ended
December 31, 2005. The cash used in operations was to fund operating losses of
Rmb1,144,976 (US$145,589) and Rmb2,070,903, generally offset by non-cash
expenses related to amortization and depreciation of Rmb42,048 (US$5,345) and
Rmb249,719 for the six months ended December 31, 2006 and 2005, respectively.

Cash
flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the six months ended December 31,
2006 and 2005, the majority stockholder has advanced Rmb1,593,571 (US$203,007)
and Rmb1,654,736, respectively.

Critical
Accounting Policies

The
Companys significant accounting policies are described in note 2 to the
financial statements for the six months ended December 31, 2006 and 2005
included in the accompanying financial statements and notes to consolidated
financial statements. The Company believes its most critical accounting policies
include revenue recognition and accounting for provision for impairment loss.

The
Company recognizes revenue at the time the service is rendered or product is
delivered and collection is reasonably assured, which generally approximates the
time it is accepted by the customer.

Telecommunication
income represents the services commission revenues from ISP service and selling
IP phones. The Company has contracted with telecommunication services companies
selling IDD (IP phones) to end-users and receives telecommunication services
commission income from the agents, which is a percentage of the fees paid by the
end users for monthly usage of the phones. Services commission revenue is
recognized in the period in which the service is rendered.

Pate 10



---

Marketing
fee revenue is derived from sales of the Companys trade data products
through its contract with CBM. The Company has contracted with CBM on a revenue
sharing basis to promote and market the Companys trade data products to
end users in the region of Eastern China. Marketing fee revenue is recognized
upon referring customers sales orders to CBM and is recognized on a net
basis.

No
provision for impairment loss on fixed assets was made for the six months ended
December 31, 2006, and the year ended June 30, 2006, respectively, because the
recoverable amount of fixed assets is estimated to be higher than its carrying
value at the respective period-end and year-end date by the management.

Off Balance
Sheet Arrangements

The
Company has no off balance sheet arrangements.

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 Chief 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 December 31, 2006, our Chief Executive Officer and Chief
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 no 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



---

PART
II  OTHER INFORMATION

Item 1 Legal
Proceedings

| | None
| | ----

Item 2
Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3 Defaults
Upon Senior Securities

None

Item 4
Submission of Matters to a Vote of Security Holders

None

Item 5 Other
Information

None

Item 6.
Exhibits

Exhibit No.      
Description

|2.1 |  | Stock
Exchange Agreement between and among Migration Developments Limited, the Company
and the shareholders of Migration Developments Limited dated June 8, 2000 (1)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 |  | Certificate
of Incorporation  filed with the Delaware Secretary of State effective as of February 22,
2000 (1)
|--- |  | --------------------------------------------------------------------------------------------------------------

|3.2 |  | Certificate
of Amendment to the Certificate of Incorporation filed with the Delaware Secretary of
State effective as of April 3, 2000 (1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Amended
and Restated Bylaws (2)
|--- |  | -------------------------------

|3.4 |  | Sino-Foreign
Joint Venture Contract (1) (3)
|--- |  | -------------------------------------------

|3.5 |  | Articles
of Association of the Sino-Foreign Joint Venture (1)
|--- |  | -------------------------------------------------------------

|4.1 |  | Specimen
Common Stock Certificate (1)
|--- |  | -------------------------------------

|31.1 |  | Certification
of the Chief Executive  Officer and Chief Financial  Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | 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
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

__________

|(1) |  | Incorporated
by reference from the Companys Form SB-2  Registration  Statement dated June 13,
2000 (File No.  333-39208)
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated
by reference  from the Companys  Amendment  No. 3 to Form SB-2  Registration
Statement  dated  January 17, 2001 (File No. 333-39208)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Translated
into English from Chinese
|--- |  | ------------------------------------

Page 12



---

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.

Date:  February
14, 2007

| | COL
CHINA ONLINE INTERNATIONAL INC.
| | -----------------------------------

| | By:
/s/   Chi Keung Wong Chi Keung Wong Chief Executive Officer and Chief Financial Officer
| | -------------------------------------------------------------------------------------------

Page 13



---

EXHIBIT
INDEX

Exhibit No.      
Description

|2.1 |  | Stock
Exchange Agreement between and among Migration Developments Limited, the Company
and the shareholders of Migration Developments Limited dated June 8, 2000 (1)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 |  | Certificate
of Incorporation  filed with the Delaware Secretary of State effective as of February 22,
2000 (1)
|--- |  | --------------------------------------------------------------------------------------------------------------

|3.2 |  | Certificate
of Amendment to the Certificate of Incorporation filed with the Delaware Secretary of
State effective as of April 3, 2000 (1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Amended
and Restated Bylaws (2)
|--- |  | -------------------------------

|3.4 |  | Sino-Foreign
Joint Venture Contract (1) (3)
|--- |  | -------------------------------------------

|3.5 |  | Articles
of Association of the Sino-Foreign Joint Venture (1)
|--- |  | -------------------------------------------------------------

|4.1 |  | Specimen
Common Stock Certificate (1)
|--- |  | -------------------------------------

|31.1 |  | Certification
of the Chief Executive  Officer and Chief Financial  Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | 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
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

__________

|(1) |  | Incorporated
by reference from the Companys Form SB-2  Registration  Statement dated June 13,
2000 (File No.  333-39208)
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated
by reference  from the Companys  Amendment  No. 3 to Form SB-2  Registration
Statement  dated  January 17, 2001 (File No. 333-39208)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Translated
into English from Chinese
|--- |  | ------------------------------------

Page 14