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

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

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

                                  FORM 10 - QSB

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

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended September 30, 2007.

OR

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

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

                       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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

As of November 9, 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]
================================================================================

<PAGE>

                       COL China Online International Inc.

                              REPORT ON FORM 10-QSB

                     For the Period Ended September 30, 2007

                                Table of Contents

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

Item 1    Financial Statements:
          Condensed Consolidated Balance Sheets as of September 30, 2007     2
            (unaudited) and June 30, 2007
          Condensed Consolidated Statements of Operations for the three      3
            months ended September 30, 2007 and 2006 (unaudited)
          Condensed Consolidated Statements of Cash Flows for the three      4
            months ended September 30, 2007 and 2006 (unaudited)
          Notes to Condensed Consolidated Financial Statements               5
Item 2    Management's Discussion and Analysis of Financial Condition and    7
            Results of Operations
Item 3    Controls and Procedures                                            9

PART II.  OTHER INFORMATION

Item 1    Legal Proceedings                                                  9
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds        9
Item 3    Defaults Upon Senior Securities                                    9
Item 4    Submissions of Matters to a Vote of Security Holders               9
Item 5    Other Information                                                  9
Item 6    Exhibits                                                          10

Signature Page                                                              11
Exhibit 31.1 Certification
Exhibit 32.1 Certification


                                     Page 1
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<TABLE>
<CAPTION>
<S> <C> <C>

                                     PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                   COL CHINA ONLINE INTERNATIONAL INC.
                                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                                            SEPTEMBER 30, 2007 (unaudited)  JUNE 30, 2007
                                                            ------------------------------  -------------
                                                                      (US$)          (Rmb)          (Rmb)
                                                              (Illustrative
ASSETS                                                                only)
------
CURRENT ASSETS:
    Cash                                                              7,005         52,658        190,579
    Accounts receivable, net of an allowance for doubtful
         accounts                                                      --             --           19,757
     Deposits and other receivables                                  55,691        418,662        432,046
                                                                -----------    -----------    -----------

             Total current assets                                    62,696        471,320        642,382

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of
    accumulated depreciation and impairment of
    Rmb10,673,752 (US$1,399,880) and Rmb1,862,370
    (US$244,253), respectively                                         --             --             --
                                                                -----------    -----------    -----------

TOTAL ASSETS                                                         62,696        471,320        642,382
                                                                ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                            85,461        642,456        718,341
    Business tax payable                                             29,320        220,418        225,668
                                                                -----------    -----------    -----------

             Total current liabilities                              114,781        862,874        944,009
                                                                -----------    -----------    -----------

NON-CURRENT LIABILITIES:
    Payable to majority stockholder                              10,661,949     80,151,844     80,129,352
                                                                -----------    -----------    -----------

             Total non-current liabilities                       10,661,949     80,151,844     80,129,352
                                                                -----------    -----------    -----------

STOCKHOLDERS' DEFICIENCY:
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized and 50,155,000 shares issued, outstanding        50,155        408,864        408,864
    Additional paid-in capital                                      146,507      1,214,118      1,214,118
    Accumulated deficit                                         (10,967,952)   (83,623,158)   (83,282,716)
    Other comprehensive income                                       57,256      1,456,778      1,228,755
                                                                -----------    -----------    -----------

             Total stockholders' deficiency                     (10,714,034)   (80,543,398)   (80,430,979)
                                                                -----------    -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       62,696        471,320        642,382
                                                                ===========    ===========    ===========


                   See accompanying notes to these consolidated financial statements.

                                                 Page 2
<PAGE>

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

                                                     FOR THE THREE MONTHS ENDED
                                             ------------------------------------------
                                                                           SEPTEMBER 30,
                                                 SEPTEMBER 30, 2007            2006
                                             --------------------------    -----------
                                                    (US$)         (Rmb)          (Rmb)
                                            (Illustrative
                                                    only)
NET REVENUES:
    Telecommunication                              1,283          9,646        445,919
    Marketing fee - PIERS                           --             --          233,330
                                             -----------    -----------    -----------

         Total revenues                            1,283          9,646        679,249
                                             -----------    -----------    -----------

COST OF SALES:
    Telecommunication                               --             --          110,349
    Marketing fee - PIERS                           --             --            8,592
                                             -----------    -----------    -----------

                                                    --             --          118,941
                                             -----------    -----------    -----------

    Gross margin                                   1,283          9,646        560,308
                                             -----------    -----------    -----------

OPERATING EXPENSES:
    General and administrative                    46,573        350,113      1,346,701
    Amortization and depreciation                   --             --           21,024
                                             -----------    -----------    -----------

         Total operating expenses                 46,573        350,113      1,367,725
                                             -----------    -----------    -----------

OPERATING LOSS                                   (45,290)      (340,467)      (807,417)

    Rental income                                   --             --          262,500
    Other income                                       3             25            412
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                    (45,287)      (340,442)      (544,505)

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

NET LOSS                                         (45,287)      (340,442)      (544,505)

OTHER COMPREHENSIVE INCOME                        30,332        228,023           --
                                             -----------    -----------    -----------

COMPREHENSIVE LOSS                               (14,955)      (112,419)      (544,505)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE        (0.001)        (0.007)        (0.011)
                                             ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON STOCK       50,155,000     50,155,000     50,155,000
                                             ===========    ===========    ===========


          See accompanying notes to these consolidated financial statements.

                                        Page 3
<PAGE>

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

                                                                        FOR THE THREE MONTHS ENDED
                                                          ------------------------------------------------------
                                                                SEPTEMBER 30, 2007            SEPTEMBER 30, 2006
                                                          ------------------------------      ------------------
                                                                (US$)               (Rmb)               (Rmb)
                                                        (Illustrative
                                                                only)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                   (45,287)           (340,442)           (544,505)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Amortization and depreciation                              --                  --                21,024
     Change in operating assets and liabilities:
       (Increase) Decrease in:
       Accounts receivable                                     2,628              19,757             (24,101)
       Deposit and other receivables                           1,780              13,384               7,584
       (Decrease) Increase in:
       Accounts payable and accrued expenses                 (10,094)            (75,885)           (122,574)
       Business tax payable                                     (698)             (5,250)            (38,296)
       Exchange difference                                     1,025               7,703               6,445
                                                            --------            --------            --------

     Net cash used in operating activities                   (50,646)           (380,733)           (694,423)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Other loan repayment                                          --                  --              (150,000)
  Advances from majority stockholder                          32,371             243,345             850,630
                                                            --------            --------            --------

     Net cash provided by financing activities                32,371             243,345             700,630
                                                            --------            --------            --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                          (71)               (533)                730
                                                            --------            --------            --------

NET (DECREASE) INCREASE IN CASH                              (18,346)           (137,921)              6,937

CASH, beginning of period                                     25,351             190,579             200,238
                                                            --------            --------            --------

CASH, end of period                                            7,005              52,658             207,175
                                                            ========            ========            ========


                      See accompanying notes to these consolidated financial statements.

                                                    Page 4
</TABLE>
<PAGE>

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

1.   Company Organization and Operations

     Nature of Operations - COL China Online International Inc. ("COL
     International" or the "Company") was incorporated as a Delaware corporation
     on February 22, 2000, for the purpose of acquiring and conducting the
     engineering services and the internet related business of Migration
     Developments Limited, a British Virgin Islands company ("Migration"), and
     raising equity capital to be utilized in the business of Migration.
     Migration holds a 90% equity interest in Shenzhen Knowledge & Communication
     Co. Ltd, which is a Sino-foreign equity joint venture (the "Joint Venture")
     in the People's Republic of China ("PRC"). 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

     The accompanying consolidated financial statements have been prepared
     assuming COL International will continue operating as a going concern.
     During the period, the Company's Board of Directors decided to consider
     discontinuing the Company's current operations upon expiration of the
     business license of the Joint Venture on December 10, 2007. Most of the
     Company's business has been suspended as of July 2007. If the Company
     discontinues its business operations, the Company expects to use any
     amounts collected from its accounts receivable and deposits paid to pay any
     outstanding liabilities or accounts payable, and does not expect that there
     will be any assets left to distribute to the parties of the Joint Venture
     or shareholders of the Company. If the business of the Joint Venture is
     discontinued, the Company will become a "shell company" after the
     expiration of the Joint Venture's business license in December 2007. After
     becoming a shell company, the Company will likely seek to enter into a
     business combination with one or more yet to be identified privately held
     businesses.

     In view of the above-mentioned plan, COL International's ability to
     continue as a going concern is dependent upon several factors, including,
     but not limited to, continued financial support by the majority
     stockholder, the realization of assets and liquidation of liabilities that
     would not result in a substantial deficit, the successfulness of a possible
     business combination and whether the post-combination business would be
     able to achieve and maintain profitable operations and to raise additional
     capital. The accompanying consolidated financial statements do not include
     any adjustments that might result from the outcome of these uncertainties.

     COL International is confident that its majority stockholder, Honview
     International Limited, will continue to provide funding during the
     forthcoming year.

     The unaudited condensed consolidated financial statements have been
     prepared by the Company, pursuant to the rules and regulations of the
     Securities and Exchange Commission (the "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, 2007, which was filed on
     September 28, 2007 and subsequently amended on October 2, 2007. In the
     opinion of the directors, all adjustments, including normal recurring
     adjustments necessary to present fairly the financial position of the
     Company as of September 30, 2007 and the results of its operations and cash
     flows for the three-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.

                                     Page 5
<PAGE>

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

     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 PRC. For
     illustrative purposes, the condensed consolidated balance sheet as at
     September 30, 2007 and condensed consolidated statement of operations for
     the three months ended September 30, 2007 and condensed consolidated
     statement of cash flows for the three months ended September 30, 2007 have
     been translated into US dollars at approximately 7.51756 Rmb to the dollar,
     which was the exchange rate at September 30, 2007.

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.

4.   Comprehensive Income

     The Company accounts for comprehensive income 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. Other comprehensive income
     for the three months ended September 30, 2007, represented the unrealized
     gain on translation of Unites States dollar advances from the majority
     stockholder, Honview International Limited, from US$ to Rmb on
     consolidation.

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 September 30, 2007, no options had been granted under the 2000 plan.



                                     Page 6
<PAGE>

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

This document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2007.

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. Migration holds a 90% equity interest in Shenzhen
Knowledge & Communication Co. Ltd, which is a Sino-foreign equity joint venture
(the "Joint Venture") in the People's Republic of China ("PRC").

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 majority
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 - Because the Company's past business model was not
successful, the Company developed a new business model in late 2003. Since this
time, the Company has focused on the business of providing internet and
telecommunication convergence solutions to its customers. However, after the end
of the 2007 fiscal year, the Company's Board of Directors decided to consider
discontinuing the Company's current operations upon expiration of the business
license of the Joint Venture on December 10, 2007. The majority of business
activities have been suspended effective July 2007. The Company has hired an
accounting firm in the PRC to handle any necessary procedures relating to the
winding up of the Joint Venture, which management expects will take a minimum of
three months to complete. The Company intends to use any amounts collected from
its accounts receivable and deposits paid to pay any outstanding liabilities or
accounts payable, and does not expect that there will be any assets left to
distribute to the parties of the Joint Venture or shareholders of the Company.

If the Board of Directors affirmatively decides to cease the business of the
Joint Venture, the Company will become a "shell company" after the expiration of
the Joint Venture's business license in December 2007. Under Rule 12b-2 of the
Exchange Act of 1934, as amended, a "shell company" is defined as a company that
has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b)
assets consisting solely of cash and cash equivalents; or (c) assets consisting
of any amount of cash and cash equivalents and nominal other assets. After
becoming a shell company, the Company will likely seek to enter into a business
combination with one or more yet to be identified privately held businesses. The
Board of Directors believes that the Company will be attractive to privately
held companies interested in becoming publicly traded by means of a business
combination with the Company, without offering their own securities to the
public. The Board of Directors does not expect to restrict its search for
business combination candidates to any particular geographical area, industry or
industry segment, and may enter into a combination with a private business
engaged in any line of business. The Company's discretion is, as a practical
matter, unlimited in the selection of a combination candidate.

                                     Page 7
<PAGE>

The Company has not entered into any agreement, arrangement or understanding
of any kind with any person regarding a business combination. Depending upon the
nature of the transaction, the current officers and directors of the Company
probably will resign their directorship and officer positions with the Company
in connection with any consummation of a business combination. The current
management is not expected to have any control over the conduct of the Company's
business following the completion of a business combination. The Company has no
plans, understandings, agreements, or commitments with any individual or entity
to act as a finder of or as a business consultant in regard to any business
opportunities for the Company. In addition, there are no plans to use
advertisements, notices or any general solicitation in the search for
combination candidates.

Results of Operations

Revenues for the three months ended September 30, 2007 was the services
commission revenues from telecommunication of Rmb9,646(US$1,283) compared to
services commission revenues from telecommunication of Rmb445,919 for the three
months ended September 30, 2006. The decrease is due to keen competition and no
renewal of customers contracts upon completion.

At the same time, marketing fee revenues derived from sales of the Company's
trade data products on a revenue basis with Commonwealth Business Media, Inc.
decreased from Rmb233,330 for the three months ended September 30, 2006 to Rmb
Nil for the three months ended September 30, 2007 due to keen competition and
piracy of trade data products in the market.

General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended September 30, 2007 and 2006, general
and administrative costs totaled Rmb350,113 (US$46,573) and Rmb1,346,701,
respectively, due to the suspension of operations in the Joint Venture.

There is no amortization and depreciation expense for the three months ended
September 30, 2007 as all the property, office space and equipment had been
fully impaired as of June 30, 2007 compared to amortization and depreciation
expenses for the three months ended September 30, 2006 amounting to Rmb21,024.

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 the minority shareholder for the three months ended
September 30, 2007 and 2006 as its initial capital contribution was fully
absorbed.

The above has resulted in net losses of Rmb340,442 (US$45,287) and Rmb544,505
for the three months ended September 30, 2007 and 2006, respectively. The
Company expects to continue to incur losses.

The Company has recorded other comprehensive income of Rmb228,023 (US$30,332)
and Rmb Nil for the three months ended September 30, 2007 and 2006,
respectively, directly in the stockholder's equity. This comprehensive income is
resulted from the unrealized gain on translation of United States dollar
advances from the majority stockholder, Honview International Limited, from US$
to Rmb on consolidation. The significant increase in comprehensive income is
resulted from the appreciation of Rmb during the period.

Liquidity and Capital Resources

As of September 30, 2007 and June 30, 2007, the Company had a negative working
capital of Rmb391,554 (US$52,085) and Rmb301,627, respectively. As of September
30, 2007, advances from the majority stockholder totaled Rmb80,151,844
(US$10,661,949) compared to advance from the majority stockholder of
Rmb80,129,352 as of June 30, 2007. The Company's management is confident that
the majority stockholder will continue to provide financial support to the
Company.

Cash used in operating activities for the three months ended September 30, 2007
was Rmb380,733 (US$50,646) as compared with Rmb694,423 for the three months
ended September 30, 2006. The cash used in operations was to fund operating
losses of Rmb340,442 (US$45,287) and Rmb544,505, generally offset by non-cash
expenses related to amortization and depreciation of Rmb Nil and Rmb21,024 for
the three months ended September 30, 2007 and 2006, respectively.

                                     Page 8
<PAGE>

Cash flows from financing activities have generally come from advances by the
majority stockholder of the Company. During the three months ended September 30,
2007 and 2006, the majority stockholder has advanced Rmb243,345 (US$32,371) and
Rmb700,630, respectively.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the U.S., or GAAP, requires the Company to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The critical accounting policies and use of estimates are discussed in and
should be read in conjunction with the annual consolidated financial statements
and notes included in the latest Annual Report on Form 10-KSB, as filed with the
SEC, which includes audited consolidated financial statements for the two fiscal
years ended June 30, 2007.

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 the Company's Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rule 13a-14 (c) under the Securities Exchange Act of
1934). Based on his evaluation, as of September 30, 2007, the Company's Chief
Executive Officer and Principal 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.

                                       9
<PAGE>

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 10
<PAGE>


                                    SIGNATURE

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

                                            COL CHINA ONLINE INTERNATIONAL INC.

Date: November 14, 2007                     By: /s/ Chi Keung Wong
                                                --------------------------------
                                                Chi Keung Wong
                                                Chief Executive Officer and
                                                Chief Financial Officer









                                     Page 11
<PAGE>

                                  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 12