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

                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 December 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 of           (IRS Employer Identification Number)
          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 December 31, 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

                                December 31, 2004

                                Table of Contents

                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

Item 1    Financial Statements:
          Condensed Consolidated Balance Sheets as of December 31, 2004
            (unaudited) and June 30, 2004                                     2

          Condensed Consolidated Statements of Operations for the six
            months ended December 31, 2004 and 2003 (unaudited)               3

          Condensed Consolidated Statements of Cash Flows for the six
            months ended December 31, 2004 and 2003 (unaudited)               5

          Notes to Condensed Consolidated Financial Statements                6

Item 2    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         8

Item 3    Controls and Procedures                                             13


PART II.  OTHER INFORMATION

Item 1    Legal Proceedings                                                   13

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds         13

Item 3    Defaults Upon Senior Securities                                     13

Item 4    Submissions of Matters to a Vote of Security Holders                13

Item 6    Exhibits                                                            13


Signature Page                                                                15

Exhibit 31 Certifications
Exhibit 32 Certifications


<PAGE>
<TABLE>
<CAPTION>


                          PART I FINANCIAL INFORMATION

Item 1   Financial Statements


                       COL CHINA ONLINE INTERNATIONAL INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                              JUNE 30,
                                                                2004      DECEMBER 31, 2004 (unaudited)
                                                            -----------    --------------------------
                                                               (Rmb)           (Rmb)           (US$)
                                                                                    (Illustrative Only)
Assets

<S>                                                            <C>            <C>             <C>
CURRENT ASSETS:
    Cash                                                        101,532        250,971         30,283
    Accounts receivable, net of an allowance for doubtful
         accounts                                                25,500         17,850          2,155
    Prepaid expense and other receivables                       396,307        448,231         54,086
     Net investment in the lease                                988,293        494,147         59,626
                                                            -----------    -----------    -----------

             Total current assets                             1,511,632      1,211,199        146,150

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of
   accumulated depreciation and impairment of Rmb
   10,222,236 (US$1,233,467) and Rmb 1,515,019
      (US$ 182,810), respectively                             1,728,383      1,413,802        170,597
                                                            -----------    -----------    -----------

TOTAL ASSETS                                                  3,240,015      2,625,001        316,747
                                                            ===========    ===========    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                     1,202,312        744,704         89,859
    Advance deposit received                                    317,980        317,980         38,369
    Due to a minority stockholder                               187,155        214,660         25,902
    Taxes payable                                                91,977        205,432         24,788
                                                            -----------    -----------    -----------

             Total current liabilities                        1,799,424      1,482,776        178,918

NOTES PAYABLE:
    Majority Stockholder                                     71,059,244     74,727,175      9,016,962

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         49,336
    Additional paid-in capital                                1,214,118      1,214,118        146,502
    Accumulated deficit                                     (71,207,705)   (75,174,002)    (9,070,877)
    Other comprehensive loss                                    (33,930)       (33,930)        (4,094)
                                                            -----------    -----------    -----------

             Total stockholders' deficiency                 (69,618,653)   (73,584,950)    (8,879,133)
                                                            -----------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                3,240,015      2,625,001        316,747
                                                            ===========    ===========    ===========

                                                 Page 2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                     FOR THE THREE MONTHS ENDED
                                             -----------------------------------------
                                             DECEMBER 31,
                                                2003        DECEMBER 31, 2004
                                             -----------    --------------------------
                                                   (Rmb)          (Rmb)          (US$)
                                                                          (Illustrative Only)
<S>                                          <C>             <C>           <C>
NET REVENUES:
    Marketing fees, minority stockholder           8,353           --             --
     Telecommunication                              --          202,284         24,409
                                             -----------    -----------    -----------

         Total revenues                            8,353        202,284         24,409

COST OF SALES:
    Telecommunication                            119,138        141,399         17,062
                                             -----------    -----------    -----------

    Gross (loss) margin                         (110,785)        60,885          7,347

OPERATING EXPENSES:
    General and administrative                 1,897,773      1,415,080        170,749
    Amortization and depreciation                166,705        173,286         20,910
                                             -----------    -----------    -----------

         Total operating expenses              2,064,478      1,588,366        191,659
                                             -----------    -----------    -----------

OPERATING LOSS                                (2,175,263)    (1,527,481)      (184,312)

    Rental income                                 18,000           --             --
    Other income                                  37,015         35,121          4,238
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                 (2,120,248)    (1,492,360)      (180,074)

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

NET LOSS                                      (2,120,248)    (1,492,360)      (180,074)
                                             ===========    ===========    ===========

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

COMPREHENSIVE LOSSES                          (2,120,248)    (1,492,360)      (180,074)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE        (0.042)        (0.030)        (0.004)
                                             ===========    ===========    ===========

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

                                            Page 3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


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

<S>                                          <C>            <C>            <C>
NET REVENUES:
    Marketing fees, minority stockholder          65,639           --             --
     Telecommunication                              --          362,362         43,725
                                             -----------    -----------    -----------

         Total revenues                           65,639        362,362         43,725

COST OF SALES:
    Telecommunication                            285,066        224,213         27,055
                                             -----------    -----------    -----------

    Gross (loss) margin                         (219,427)       138,149         16,670

OPERATING EXPENSES:
    General and administrative                 3,843,505      3,828,939        462,018
    Amortization and depreciation                343,195        346,571         41,819
                                             -----------    -----------    -----------

         Total operating expenses              4,186,700      4,175,510        503,837
                                             -----------    -----------    -----------

OPERATING LOSS                                (4,406,127)    (4,037,361)      (487,167)

    Rental income                                 72,000           --             --
    Other income                                  71,688         71,064          8,575
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                 (4,262,439)    (3,966,297)      (478,592)

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

NET LOSS                                      (4,262,439)    (3,966,297)      (478,592)
                                             ===========    ===========    ===========

OTHER COMPREHENSIVE GAIN                              29           --             --
                                             -----------    -----------    -----------

COMPREHENSIVE LOSSES                          (4,262,410)    (3,966,297)      (478,592)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE        (0.085)        (0.079)        (0.010)
                                             ===========    ===========    ===========

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

                                            Page 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                                 FOR THE SIX MONTHS ENDED
                                                          --------------------------------------
                                                         DECEMBER 31,
                                                             2003           DECEMBER 31, 2004
                                                          ----------    ------------------------
                                                                (Rmb)         (Rmb)         (US$)
<S>                                                       <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             (4,262,439)   (3,966,297)     (478,594)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Loss on disposal of equipment                       205,581          --            --
         Amortization and depreciation                       343,195       314,581        37,959
         Bad debts written off                               173,713          --            --
         Change in operating assets and liabilities:
           Decrease (increase) in:
              Accounts receivables                           (53,295)        7,650           923
              Other assets                                  (668,791)      (51,924)       (6,265)
           Increase (decrease) in:
              Accounts payable and accrued expenses,
and advance deposit received                                (983,041)     (457,608)      (55,217)
              Taxes payable                                     (247)      113,455        13,690
                                                          ----------    ----------    ----------

         Net cash used in operating activities            (5,401,324)   (4,040,143)     (487,504)
                                                          ----------    ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                  (408,116)         --            --
     Sales of equipment and properties                     2,027,591          --            --
     Lease payments received                                    --         494,146        59,626
                                                          ----------    ----------    ----------

         Net cash provided by investing activities         1,619,475       494,146        59,626
                                                          ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                              (860,612)         --            --
     Advances from Majority Stockholder                    4,354,215     3,667,931       442,591
     Minority stockholders interest and advance               (7,170)       27,505         3,319
                                                          ----------    ----------    ----------

         Net cash provided by financing activities         3,486,433     3,695,436       445,910
                                                          ----------    ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           29          --            --
                                                          ----------    ----------    ----------

NET (DECREASE) INCREASE IN CASH                             (295,387)      149,439        18,032

CASH, beginning of period                                    548,405       101,532        12,251
                                                          ----------    ----------    ----------

CASH, end of period                                          253,018       250,971        30,283
                                                          ==========    ==========    ==========


CASH PAID FOR INTEREST                                         3,845          --            --
                                                          ==========    ==========    ==========

                                            Page 5
</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 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 December 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 December 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 December 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 the
          Internet Service Provider (ISP) and value-added services generally
          related to the installation of computer network systems (i.e., Local
          Area Networks or LANs) in the PRC.

          The Company is developing two IT business through two divisions. COL
          Convergence will focus on the providing of internet and
          telecommunication convergence solutions and COL Interactive will focus
          on providing customer-specific solutions for the retail industry.

                                     Page 6

<PAGE>


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, 2004 which was filed October 13, 2004. 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, 2004 and the results of its operations and
          cash flows for the quarter and six 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 COL International's functional currency,
          unless otherwise indicated as US dollars, because COL International's
          operations are primarily located in the PRC. For illustrative
          purposes, the condensed consolidated balance sheet as December 31,
          2004 and condensed consolidated statement of operations for the three
          months and six months ended December 31, 2004 and condensed
          consolidated statement of cash flows for the three months ended
          December 31, 2004 have been translated into US dollars at
          approximately 8.2870 Rmb to the dollar, which was the exchange rate at
          December 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 six months ended December 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 December 31, 2004, no options had been
          granted under the 2000 plan.

                                     Page 7

<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,
2004.


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

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.

Gong concern - The ability of COL International to continue operations as a
going concern is dependent upon continued support from Honview International
Limited ("Honview"), a former shareholder of Migration, which is now a major
stockholder of COL International and Migration achieve profitable operations
and/or additional funds are raised in future private and public offerings.

Acquisition - In December 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 COL International. 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.) ("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 initially provided marketing and technical services for Internet
Service Providers ("ISP") and value - added services generally relate to the
installation of computer network systems (i.e., Local Area Networks or LANs) in
the PRC.

                                     Page 8

<PAGE>


     Plan of Operations - Because the Company's past business model was not
successful the Company has developed a new business model. The Company is
developing two IT business ("COL Convergence" and "COL Interactive"). 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) intends to develop 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
environment 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 discussing possible business engagement with a number of
telecommunication network providers.

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 stage by implementing and integrating its multimedia and interactive
technologies.

COLi intends to partner with leading retail groups in the region.

Currently negotiating with one of China's largest retail chain stores and a
convenience store chain.

The Company has a negative cash flows 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 current year to satisfy its cash
requirements. COL International, 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 9

<PAGE>


Results of Operations

     Revenues for the three months and six months ended December 31, 2004
represented telecommunication services revenue of Rmb202,284 (US$24,409) and
Rmb362,362 (US$43,725) respectively. The Company generated no revenue from
telecommunication services for the three months and six months ended December
31, 2003. The Company received marketing fees from Shenzhen Rayes Group Co.,
Ltd. of Rmb8,353 and Rmb65,639 for the three months and six months ended
December 31, 2003. No marketing fee revenues were generated by the Company
during the three months ended December 31, 2004.

     The Company contracted with a telecommunication services company selling
IDD (IP phone) to end-users and receives telecommunication services commission
income from the agent, which is a percentage of monthly usage end-users.

     During last quarter, the Company contracted with Railcomm Internet for the
installation and promotion of inter-call services. The Company received income
from end-users for the installation services provided and commission from
Railcomm, which is a percentage of monthly usage end-users.

     The Company also contracted with a supermarket, which allowed COL
International to install projectors in its shops. According to the initial plan,
the In-store advertising income would be derived from projecting advertising
programs from the projectors installed in supermarkets. However, the plan was
eventually unsuccessfully and was abandoned.

     The ISP services business was terminated and transferred to a third party
in December 2003. No revenue was derived from advertising upon the termination.
In the past, marketing fees were 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.

     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 Rmb119,138 and Rmb141,399 (US$17,062) for the three
months ended December 31, 2003 and 2004, 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.

     Other income for the three months and six months ended December 31, 2004
was Rmb35,121 (US$4,238) and Rmb71,064 (US$8,575) as compared to Rmb37,015 and
Rmb71,688 for the three months and six months ended December 31, 2003. "Other
income" primarily represents lease income, interest income and miscellaneous
income.

     Starting from 2003, the Company purchased and leased out a system of
computer network and software for generating lease income, the cost of the
system is approximately Rmb1,976,000 (US$238,456) and has been recorded in net
investment in the lease of Rmb494,147 (US$59,626) in the Company's condensed
consolidated balance sheet as of December 31, 2004. The relevant lease income
for the three months period of December 31, 2003 and 2004 was Rmb34,648 and
Rmb34,648 (US$4,181), respectively.

                                    Page 10

<PAGE>


     General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended December 31, 2003 and 2004, general
and administrative costs totaled Rmb1,897,773 and Rmb1,415,080 (US$170,749),
respectively. The decrease in general and administrative costs mainly resulted
from the close of the Company's Wuhan Branch which ceased to operate the
Construction Net site during the fiscal year ended December 31, 2003. For the
six months ended December 31, 2003 and 2004, general and administrative costs
totaled Rmb 3,843,505 and Rmb3,828,939 (US$462,018), respectively. The Company's
research and development costs were Rmb395,248 during the three months ended
December 31, 2004. The Company did not incur any research and development costs
during the three or six months ended December 31, 2003.

     Amortization and depreciation expense for the three months ended December
31, 2003 and 2004 was Rmb166,705 and Rmb173,286 (US$20,910), respectively. For
six months ended December 31, 2003 and 2004, amortization and depreciation
expense are Rmb343,195 and Rmb346,571 (US$41,819).

     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 our minority shareholder for the
three months ended December 31, 2004 as its initial capital contribution was
fully absorbed.

     The results of operations described above has resulted in total net losses
of Rmb2,120,248 and Rmb1,492,360 (US$180,074) for the three months ended
December 31, 2003 and 2004, respectively, compared to Rmb4,262,439 and
Rmb3,966,297 (US$478,592) for the six months ended December 31, 2003 and 2004.
The Company expects to continue to incur losses until its services are more
fully developed and accepted in China.

Liquidity and Capital Resources

     COL's ability to continue operations is currently dependent upon continuing
financial support from its majority stockholder. As of December 31, 2004 and
June 30, 2004, the Company had a negative working capital of Rmb271,577
(US$32,768) and Rmb489,117 respectively. As of December 31, 2004, advances from
the majority stockholder totaled Rmb74,727,175 (US$9,016,962). The Company's
management believes the majority stockholder will continue to provide financial
support to the Company, although the majority stockholder's agreement with the
Company to provide financial support in a maximum amount of US$8 million expired
January 1, 2004.

     Cash used in operating activities for the six months ended December 31,
2004 was Rmb4,040,143 (US$487,504) as compared to Rmb5,401,324 for the six
months ended December 31, 2003. The cash used in operations was used to fund
operating losses of Rmb4,262,439 and Rmb3,966,297 (US$478,594), generally offset
by non-cash expenses related to amortization and depreciation of Rmb343,195 and
Rmb314,581 (US$37,959) for the six months ended December 31, 2003 and 2004,
respectively.

     Cash provided by investing activities for the six months ended December 31,
2004 was Rmb494,146 (US$59,626) as compared to cash used in investing activities
of Rmb1,619,475 for the six months ended December 31, 2003. During the quarter,
the Company received Rmb247,073 (US$29,813) from the lease of computer equipment
and software.

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the six months ended December
31, 2003 and 2004, the majority stockholder has advanced Rmb4,354,215 and
Rmb3,667,931 (US$442,591), respectively.

                                    Page 11

<PAGE>


Critical Accounting Policies

     The Company's significant accounting policies are described in note 2 to
the financial statements for three months ended December 31, 2003 and 2004
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 six months ended December 31, 2004,
respectively, because the carrying value of fixed assets, net of accumulated
depreciation and impairment of Rmb10,222,236 (US$1,233,467) and Rmb1,515,019
(US$182,810), respectively, 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.

                                    Page 12

<PAGE>


ITEMS 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, who is also our 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 his evaluation, as of December 31, 2004, our Chief Executive
Officer/Chief Financial Officer has concluded that disclosure controls and
procedures are, to the best of his 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 his 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.


                           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 And Reports

          Exhibits.

              Exhibit No.     Description

                 3.1          Certificate Of Incorporation filed with the
                              Delaware Secretary Of State effective as of
                              February 22, 2000 (2)

                                    Page 13
<PAGE>


                 3.2          Certificate Of Amendment To The Certificate Of
                              Incorporation filed with the Delaware Secretary Of
                              State effective as of April 3, 2000 (2)

                 3.3          Amended And Restated Bylaws (3)

                 3.4          Sino-Foreign Joint Venture Contract (1) (2)

                 3.5          Articles Of Association of the Sino-Foreign Joint
                              Venture (1) (2)

                 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

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

     (1)  Translated into English from Chinese.

     (2)  Incorporated by reference from the Company's Registration Statement on
          Form SB-2 on June 13, 2000 (Registration No. 333-39208).

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

                                    Page 14
<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:      February 15, 2005               By:  /s/  Chi Keung Wong
                                              -------------------------------
                                                     Chi Keung Wong
                                                     Chief Executive Officer
                                                     and Chief Financial Officer

                                    Page 15