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

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

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

                                   FORM 10 - Q

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


         (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, 2008.

         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                                  (IRS Employer
      of incorporation)                                   Identification Number)

                       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)

Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [   ]                    Accelerated Filer [   ]
Non-accelerated Filer   [   ]                    Smaller Reporting Company [ X ]
(Do not check if smaller reporting company)

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

As of February 13, 2009, 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]



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                                           COL China Online International Inc.
                                              (A Development Stage Enterprise)
                                                    REPORT ON FORM 10-Q

                                          For the Period Ended December 31, 2008

                                                    Table of Contents

                                                                                                           Page No.
                                                                                                           --------

PART I.  FINANCIAL INFORMATION

Item 1            Financial Statements:
                  Consolidated Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008              3
                  Consolidated Statements of Operations for the three and six months ended December 31,          4
                    2008 and 2007 (unaudited)
                  Consolidated Statements of Changes In Stockholders' Deficit for the period ended               6
                    December 31, 2008 (unaudited)
                  Consolidated Statements of Cash Flows for the six months ended December 31, 2008 and           7
                    2007 (unaudited)
                  Notes to Consolidated Financial Statements                                                     8
Item 2            Management's Discussion and Analysis or Plan of Operation                                     14
Item 4T           Controls and Procedures                                                                       16

PART II.  OTHER INFORMATION

Item 1            Legal Proceedings                                                                             17
Item 2            Unregistered Sales of Equity Securities and Use of Proceeds                                   17
Item 3            Defaults Upon Senior Securities                                                               17
Item 4            Submissions of Matters to a Vote of Security Holders                                          17
Item 5            Other Information                                                                             17
Item 6            Exhibits                                                                                      17

Signature Page                                                                                                  18
Exhibit 31.1 Certification
Exhibit 32.1 Certification


                                                          Page 2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                          COL CHINA ONLINE INTERNATIONAL INC.
                                            (A DEVELOPMENT STAGE ENTERPRISE)
                                                      BALANCE SHEETS

                                                                              DECEMBER 31, 2008 (unaudited)           JUNE 30, 2008
                                                                            ---------------------------------       ----------------
                                                                 Note                 (US$)             (Rmb)                (Rmb)
                                                                            (Illustrative
ASSETS                                                                              only)
------

CURRENT ASSETS:
    Cash                                                                            4,709               32,273               62,445
     Deposits and other receivables from discontinued
      operations                                                  7                 3,063               21,000               21,000
                                                                              -----------          -----------          -----------

             Total current assets                                                   7,772               53,273               83,445

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of full
    depreciation                                                                     --                   --                   --

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

TOTAL ASSETS                                                                        7,772               53,273               83,445
                                                                              ===========          ===========          ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                          25,003              171,380              237,721
                                                                              -----------          -----------          -----------

             Total current liabilities                                             25,003              171,380              237,721
                                                                              -----------          -----------          -----------

NON-CURRENT LIABILITIES:
    Payable to majority stockholder                               8            11,673,701           80,013,881           79,590,829
                                                                              -----------          -----------          -----------

             Total non-current liabilities                                     11,673,701           80,013,881           79,590,829
                                                                              -----------          -----------          -----------
Commitments and contingencies                                     9

STOCKHOLDERS' DEFICIT:
    Common stock, US$0.001 par value, 100,000,000
         shares authorized and 50,155,000 shares
         issued, outstanding                                                       59,652              408,864              408,864
    Additional paid-in capital                                                    177,135            1,214,118            1,214,118
    Accumulated deficit before reentering
         development stage                                                    (12,212,724)         (83,708,451)         (83,708,451)
    Accumulated deficit from inception
         of reentering development stage                                         (139,533)            (956,387)            (529,770)
    Other comprehensive income                                                    424,538            2,909,868            2,870,134
                                                                              -----------          -----------          -----------

             Total stockholders' deficit                                      (11,690,932)         (80,131,988)         (79,745,105)
                                                                              -----------          -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                         7,772               53,273               83,445
                                                                              ===========          ===========          ===========

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.8542. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2008 or at any other rate.

                                                                   Page 3

<PAGE>


                                                  COL CHINA ONLINE INTERNATIONAL INC.
                                                   (A DEVELOPMENT STAGE ENTERPRISE)
                                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                 (UNAUDITED)

                                                                                                                      CUMULATIVE
                                                                                                                         SINCE
                                                                                                                      REENTERING
                                                                                                                      DEVELOPMENT
                                                                                                                       STAGE ON
                                               FOR THE THREE MONTHS ENDED            FOR THE SIX MONTHS ENDED         DECEMBER 10,
                                      -------------------------------------------  -----------------------------       2007 TO
                                            DECEMBER 31,     DECEMBER 31,         DECEMBER 31,        DECEMBER 31,    DECEMBER 31,
                                                2008            2007                 2008                2007             2008
                                     ----------------------  ------------  ------------------------- --------------  --------------
                              Note          (US$)      (Rmb)        (Rmb)          (US$)     (Rmb)        (Rmb)          (Rmb)
                                    (Illustrative                         (Illustrative
                                            only)                                  only)

CONTINUING OPERATIONS
General and administrative
  expenses                             (39,183)    (268,565)    (267,196)    (61,273)    (419,977)    (495,838)      (860,210)
                                       -------     --------     --------     -------     --------     --------     ----------

Loss from continuing
  operation                            (39,183)    (268,565)    (267,196)    (61,273)    (419,977)    (495,838)      (860,210)
                                       -------     --------     --------     -------     --------     --------     ----------

DISCONTINUED OPERATIONS        7
Net (loss) profit
  attributable to
  discontinued operations                  (61)        (414)     181,905        (969)      (6,640)      70,104        (96,177)
                                       -------     --------     --------     -------     --------     --------     ----------

Loss before minority
  interest                             (39,244)    (268,979)     (85,291)    (62,242)    (426,617)    (425,734)      (956,387)
                                       -------     --------     --------     -------     --------     --------     ----------

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

NET LOSS                               (39,244)    (268,979)     (85,291)    (62,242)    (426,617)    (425,734)      (956,387)

Other comprehensive income
  - Foreign currency
  translation                              296        2,032      438,966       5,797       39,734      666,989      1,014,123
                                       -------     --------     --------     -------     --------     --------     ----------

COMPREHENSIVE (LOSS) INCOME            (38,948)    (266,947)     353,675     (56,445)    (386,883)     241,255         57,736
                                       =======     ========     ========     =======     ========     ========     ==========

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.8542. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2008 or at any other rate.

                                                             Page 4
<PAGE>


                                                          COL CHINA ONLINE INTERNATIONAL INC.
                                                           (A DEVELOPMENT STAGE ENTERPRISE)
                                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
                                                                                                                      CUMULATIVE
                                                                                                                         SINCE
                                                                                                                      REENTERING
                                                                                                                      DEVELOPMENT
                                                                                                                       STAGE ON
                                           FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED          DECEMBER 10,
                                    --------------------------------------------  -------------------------------       2007 TO
                                           DECEMBER 31,         DECEMBER 31,        DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                               2008                   2007              2008              2007             2008
                                     ------------------------   ------------  ----------------------- -----------   ----------------
                             Note          (US$)         (Rmb)        (Rmb)          (US$)       (Rmb)       (Rmb)            (Rmb)
                                    (Illustrative                           (Illustrative
                                           only)                                     only)

Basic and Fully Diluted
Loss Per Share                6

From continuing operations               (0.0008)     (0.0054)     (0.0053)     (0.0012)     (0.0084)     (0.0099)          (0.0172)
                                      ==========   ==========   ==========   ==========   ==========   ==========   ===============

From discontinued
operations                               (0.0000)     (0.0000)     (0.0036)     (0.0000)     (0.0001)     (0.0014)          (0.0019)
                                      ==========   ==========   ==========   ==========   ==========   ==========   ===============

Weighted Average Common
Shares Outstanding                    50,155,000   50,155,000   50,155,000   50,155,000   50,155,000   50,155,000        50,155,000
                                      ==========   ==========   ==========   ==========   ==========   ==========   ===============

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.8542. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2008 or at any other rate.


                                                                         Page 5
<PAGE>


                                                 COL CHINA ONLINE INTERNATIONAL INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                              FOR THE PERIOD ENDED DECEMBER 31, 2008
                                                            (UNAUDITED)

                                                                     Accumulated
                                                                         deficit   Accumulated
                                                                          before   deficit from Accumulated
                                                         Additional   reentering   inception of       other
                                                            paid-in  development   development  comprehensive
                                    Common stock            capital        stage         stage       income         Total
                              -----------------------     ---------  -----------      --------    ---------    ----------
                                  Number        (Rmb)         (Rmb)        (Rmb)         (Rmb)        (Rmb)         (Rmb)

Balance as of June 30, 2007   50,155,000      408,864     1,214,118  (83,282,716)            -    1,228,755   (80,430,979)
Net loss for the year                  -            -             -     (425,735)     (529,770)           -      (955,505)
Other comprehensive income             -            -             -            -             -    1,641,379     1,641,379
                              ----------      -------     ---------  -----------      --------    ---------    ----------

Balance as of June 30, 2008   50,155,000      408,864     1,214,118  (83,708,451)     (529,770)   2,870,134   (79,745,105)
Net loss for the period                -            -             -            -      (426,617)           -      (426,617)
Other comprehensive income             -            -             -            -             -       39,734        39,734
                              ----------      -------     ---------  -----------      --------    ---------    ----------

Balance as of December 31,
   2008                       50,155,000      408,864     1,214,118  (83,708,451)     (956,387)   2,909,868    80,131,988
                              ==========      =======     =========  ===========      ========    =========    ==========

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.8542. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2008 or at any other rate.

                                                              Page 6


<PAGE>


                                                  COL CHINA ONLINE INTERNATIONAL INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            (UNAUDITED)

                                                                                                               CUMULATIVE
                                                                                                                  SINCE
                                                                                                               REENTERING
                                                                       FOR THE SIX MONTHS ENDED                DEVELOPMENT
                                                        --------------------------------------------------      STAGE ON
                                                                                                               DECEMBER 10,
                                                                                                                 2007 TO
                                                                                                              DECEMBER 31,
                                                            DECEMBER 31, 2008           DECEMBER 31, 2007        2008
                                                        ------------------------------  ------------------   ----------------
                                                                 (US$)            (Rmb)            (Rmb)            (Rmb)
                                                        (Illustrative
                                                                 only)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    (62,242)        (426,617)        (425,734)        (956,387)

  Adjustments to reconcile net loss to net cash
    used in operating activities:
     Write back of provision for staff welfare                   --               --            (12,000)            --
     Write back of provision for taxation                        --               --           (220,418)            --

     Change in operating assets and liabilities:
       Decrease in:
         Accounts receivable                                     --               --             19,757             --
         Deposit and other receivables                           --               --            387,438           23,608
       Decrease in:
         Accounts payable and accrued expenses                 (9,679)         (66,341)        (525,445)          (9,516)
         Business tax payable                                    --               --             (5,250)            --
         Exchange difference                                      185            1,265           (5,727)          33,043
                                                             --------         --------         --------         --------

     Net cash used in operating activities                    (71,736)        (491,693)        (787,379)        (909,252)
                                                             --------         --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from majority stockholder                           67,324          461,446          729,605          807,897
                                                             --------         --------         --------         --------

  Net cash provided by financing activities                    67,324          461,446          729,605          807,897
                                                             --------         --------         --------         --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                            12               75           (1,133)           1,956
                                                             --------         --------         --------         --------

NET DECREASE IN CASH                                           (4,400)         (30,172)         (58,907)         (99,399)

CASH, beginning of period                                       9,109           62,445          190,579          131,672
                                                             --------         --------         --------         --------

CASH, end of period                                             4,709           32,273          131,672           32,273
                                                             ========         ========         ========         ========

Translation of amounts from Rmb into US$ for the convenience of the reader has been made at the exchange rate of US$1.00 =
Rmb 6.8542. No representation is made that the Rmb amounts could have been, or could be, converted into US$, at that rate on
December 31, 2008 or at any other rate.

                                                               Page 7
<PAGE>


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


1.       Company Organization and Operations

         COL China Online International Inc. ("COL International" and its
         subsidiaries collectively referred to as 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 held a 90% equity
         interest in Shenzhen Knowledge & Communication Co. Ltd., which was a
         Sino-foreign equity joint venture ("Joint Venture") in the People's
         Republic of China ("PRC").

         As more fully explained in note 3 to these financial statements, the
         Company has terminated its operations since December 10, 2007 and has
         become a shell company. After becoming a shell company, the Company
         reentered the development stage on December 10, 2007. For the Company's
         plan of operations following the termination of its business, see note
         3 to these financial statements.

2.       Basis of Presentation

         The accompanying consolidated financial statements have been prepared
         assuming COL International will continue operating as a going concern.
         Following the termination of operations in December 2007, as more fully
         explained in note 3 to these financial statements, the Company will
         likely seek to enter into a business combination with one or more yet
         to be identified privately held businesses.

         The Company's ability to continue as a going concern is dependent upon
         several factors, including, but not limited to, continued financial
         support by its majority stockholder, the realization of assets and
         liquidation of liabilities that would not result in a substantial
         deficit, the success 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 believes that its majority stockholder, Honview
         International Limited ("Honview"), will continue to provide funding
         during the forthcoming year.

         The unaudited 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-K for the year ended June 30,
         2008, which was filed on October 14, 2008. In the opinion of the
         directors, all adjustments, including normal recurring adjustments
         necessary to present fairly the financial position of the Company as of
         December 31, 2008 and the results of its operations for the three
         months and six months then ended and cash flows for the 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.


                                     Page 8
<PAGE>


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


2.       Basis of Presentation (Continued)

         The amounts included in the financial statements are presented in
         Renminbi ("Rmb"), which is also COL International's functional currency
         because the Company's operations are primarily located in the PRC. For
         illustrative purposes, the consolidated balance sheet as at December
         31, 2008 and consolidated statement of operations for the three months
         and six months ended December 31, 2008 and consolidated statement of
         cash flows for the six months ended December 31, 2008 have been
         translated into US dollars at approximately 6.8542 Rmb to the dollar,
         which was the exchange rate at December 31, 2008.

3.       Termination of Operations

         The accompanying consolidated financial statements have been prepared
         assuming COL International will continue operating as a going concern.
         The majority of the Company's business activities were suspended
         effective July 2007, and on November 23, 2007, the Board of Directors
         resolved to cease the Company's primary operations due to the
         expiration of the Joint Venture's business license on December 10,
         2007. The Company has used the amounts collected from its accounts
         receivable and deposits paid and cash on hand to pay any outstanding
         liabilities or accounts payable, and would request the remaining
         liabilities to be undertaken by the majority stockholder, Honview. The
         Company does not expect any assets to remain outstanding or to be
         available for distribution to the parties of the Joint Venture or
         stockholders of the Company.

         In connection with the termination of substantially all of the
         Company's operations on November 23, 2007, the Company effectively
         became a "shell company". Under Rule 12b-2 of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act"), 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. Because the Company is
         now effectively a shell company, under the Exchange Act, it is
         currently seeking 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.

         In accordance with the applicable accounting guidance, the assets and
         liabilities related to the operations with the Joint Venture have been
         separately disclosed in note 7 to the consolidated financial
         statements. The results of the discontinued operations are reported as
         a separate component within the Consolidated Statement of Operations
         outside of loss from continuing operations. The components of the
         results related to the Joint Venture have been separately disclosed in
         note 7 to the consolidated financial statements.


                                     Page 9
<PAGE>


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


3.       Termination of Operations (Continued)

         As a result of the expiration of the Joint Venture licenses on December
         10, 2007, the Company reentered the development stage. It is expected
         that the Company will remain in such status until a business
         combination has taken place. The results of operations that have
         accumulated since the Company reentered the development stage are
         presented in the Consolidated Statement of Operations. The accumulated
         deficit before reentering development stage and the cumulative
         financial information since reentering the development stage
         (inception) has been separately presented in the Balance Sheet,
         Consolidated Statement of Changes in Stockholders' Deficit and the
         Consolidated Statement of Cash Flows for the period from December 10,
         2007 (inception) to December 31, 2008.

         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.

         In view of the above-mentioned plan, the Company's ability to continue
         as a going concern is dependent upon several factors, including, but
         not limited to, continuing financial support from Honview, 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.

         The Company believes that Honview will continue to provide funding
         during the forthcoming year.

4.       Recently Issued Accounting Standards

         In September 2006, the Financial Accounting Standards Board ("FASB")
         issued No. 157, Fair Value Measurements (" 157"). 157 defines fair
         value, establishes a framework for measuring fair value in accordance
         with generally accepted accounting principles, and expands disclosures
         about fair value measurements. 157 is effective for fiscal years
         beginning after November 15, 2007. The adoption of this Statement did
         not have a material effect on the Company's financial statements.

         In February 2007, the FASB issued No. 159, The Fair Value Option for
         Financial Assets and Financial Liabilities (" 159"), which gives
         entities the option to measure eligible financial assets, and financial
         liabilities at fair value under other instrument basis, that are
         otherwise not permitted to be accounted for at fair value under other
         accounting standards. The election to use the fair value option is
         available when an entity first recognizes a financial asset or
         financial liability. Subsequent changes in fair value must be recorded
         in earnings. This statement is effective as of the beginning of a
         company's first fiscal year after November 15, 2007. The Company has
         not chosen to elect the option.


                                    Page 10
<PAGE>


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


4.       Recently Issued Accounting Standards (Continued)

         In March 2008, the FASB issued No. 161,  Disclosures  about Derivative
         Instruments and Hedging Activities - An Amendment of No. 133 (" 161").
         161 expands the disclosure  requirements in 133, regarding an entity's
         derivative  instruments  and hedging  activities.  161 is effective on
         January 1, 2009.  The  adoption of this  Statement  is not expected to
         have a material effect on the Company's financial statements.

         In May 2008, the FASB issued The Hierarchy of Generally Accepted
         Accounting Principles ("SFAS 162"). The new standard is intended to
         improve financial reporting by identifying a consistent framework, or
         hierarchy, for selecting accounting principles to be used in preparing
         financial statements that are presented in conformity with U.S.
         generally accepted accounting principles for non-governmental entities.
         SFAS 162 is effective 60 days following the SEC's approval of the
         Public Company Accounting Oversight Board amendments to AU Section 411,
         The Meaning of Present Fairly in Conformity with Generally Accepted
         Accounting Principles. The Company is currently evaluating the impact
         of the adoption of SFAS 162 on the Company's financial statements.

         In May 2008, the FASB issued SFAS No. 163, Accounting for Financial
         Guarantee Insurance Contracts, an interpretation of FASB Statement No.
         60 ("SFAS 163") to require that an insurance enterprise recognize a
         claim liability prior to an event of default (insured event) when there
         is evidence that credit deterioration has occurred in an insured
         financial obligation and clarifies how Statement 60 applies to
         financial guarantee insurance contracts. SFAS 163 is effective for
         fiscal years beginning after December 15, 2008, and interim periods
         within those fiscal years. The adoption of this Statement is not
         expected to have a material impact on the Company's financial
         statements.

         On September 12, 2008, the FASB issued FASB staff position No. 133-1
         (FSP 133-1) and FIN 45-4, Disclosures about credit derivatives and
         Certain Guarantees - An amendment of SFAS 133 and FIN 45; and
         Clarification of the Effective Date of SFAS 161. FSP 13-1 and FIN 45-4
         expand the disclosure requirement of credit derivatives and guarantees
         and are effective for reporting periods (annual or interim) ending
         after November 15, 2008. The adoption of these statements is not
         expected to have a material effect on the Company's financial
         statements.

         On October 10, 2008, the FASB issued a FASB Staff Position No. FAS
         157-3, Determining the Fair Value of a Financial Asset When the Market
         For That Asset Is Not Active (FSP 157-3), clarifies the application of
         SFAS 157 in a market that is not active. The FASB also issued a FASB
         Staff Position No. FAS 157-2, Effective Date of FAS 13 Statement No.
         157, amending SFAS 157 for non financial assets and non financial
         liabilities, except for items that are recognized or disclosed at fair
         value in the financial statements on a recurring basis at least
         annually, effective for fiscal years beginning after November 15, 2008,
         and interim periods within these fiscal years. The adoption of these
         statements is not expected to have a material effect on the Company's
         financial statements.

5.       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 six months ended December 31, 2008,
         represented the gain from foreign currency translation adjustments
         mainly on the Company's payable to its majority stockholder.


                                    Page 11
<PAGE>


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


6.       Net Loss Per Share

         Basic and diluted net loss per share is computed by dividing net loss
         for continuing and discontinued operations, respectively, by weighted
         average number of common stock outstanding.

         Pursuant to the Company's 2000 Stock Option Plan ("2000 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, 2008, no options had been
         granted under the 2000 Plan.

7.       Discontinued Operations

         On November 23, 2007, the board of directors resolved to cease the
         operations of the only business of the Company upon the expiration of
         the Joint Venture's business license on December 10, 2007. The
         discontinued operations have been reported as a separate component
         within the Consolidated Statement of Operations outside of loss from
         continuing operations.

         The results of the discontinued operations for the period ended
         December 31, 2008 are summarized as follows:

                                                                                                                      CUMULATIVE
                                                                                                                         SINCE
                                                                                                                      REENTERING
                                                                                                                      DEVELOPMENT
                                                                                                                       STAGE ON
                                           FOR THE THREE MONTHS ENDED               FOR THE SIX MONTHS ENDED          DECEMBER 10,
                                    --------------------------------------------  -------------------------------       2007 TO
                                           DECEMBER 31,         DECEMBER 31,        DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                               2008                   2007              2008              2007             2008
                                     ------------------------   ------------  ----------------------- -----------   ----------------
                                           (US$)         (Rmb)        (Rmb)          (US$)       (Rmb)       (Rmb)            (Rmb)
                                    (Illustrative                           (Illustrative
                                           only)                                     only)

Turnover                                   --            --            --            --            --           9,646          --
Cost of sales                              --            --            --            --            --            --         (30,000)
Operating expenses                          (62)         (420)      (54,965)         (972)       (6,659)     (176,436)      (88,246)
Other income                                  1             6       236,870             3            19       236,894        22,069
                                       --------      --------      --------      --------      --------      --------      --------

Loss before taxation                        (61)         (414)      181,905          (969)       (6,640)       70,104       (96,177)
                                       ========      ========      ========      ========      ========      ========      ========
Loss before minority
  interest                                  (61)         (414)      181,905          (969)       (6,640)       70,104       (96,177)
                                       ========      ========      ========      ========      ========      ========      ========

Net loss attributable
  to discontinued
  operations                                (61)         (414)      181,905          (969)       (6,640)       70,104       (96,177)
                                       ========      ========      ========      ========      ========      ========      ========


                                                                    Page 12

<PAGE>


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


7.       Discontinued Operations (Continued)

         Assets and liabilities of the discontinued operations, which have been
         included in the Consolidated Balance Sheets, were as follows:

                                                                                                               JUNE 30,
                                                                          DECEMBER 31, 2008                        2008
                                                                ----------------------------------      ---------------
                                                                        (US$)                (Rmb)                (Rmb)
                                                               (Illustrative
                                                                        Only)

        Deposits and other receivables                                  3,063              21,000              21,000
                                                               --------------      --------------      ---------------

        Net assets                                                      3,063              21,000              21,000
                                                               ==============      ==============      ===============


8.       Payable to Majority Stockholder

         The amount due by the Company to Honview, its majority stockholder, is
         unsecured, interest-free and repayable on demand. The fair value of the
         advances from the majority stockholder, which is interest-free, cannot
         be estimated reliably due to the relationship between the stockholder
         and the Company.

9.       Commitments and Contingencies

         As of December 31, 2008 and June 30, 2008, the Company had no material
         outstanding commitments and contingencies.

10.      Income Taxes

         The Company is subject to income taxes on an entity basis on income
         arising in or derived from the tax jurisdictions in which each entity
         is domiciled. The Company did not make any tax provision in view of the
         losses incurred.


                                    Page 13
<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 Annual Report on Form 10-K for the year ended June 30, 2008.

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 held a 90% equity interest in Shenzhen
Knowledge & Communication Co. Ltd. which was 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 "shell
company" and 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 or the Company is party to a business combination due to the
termination of its operations, as described below.

Termination of Operations - The Company focused on the business of providing
internet and telecommunication convergence solutions to its customers up to the
end of its 2007 fiscal year. Substantially all of the Company's business
activities were suspended effectively during the second half of calendar year
2007. On November 23, 2007, the Board of Directors resolved to cease the
Company's primary operations due to the expiration of the Joint Venture's
business license on December 10, 2007. The Company has used the amounts
collected from its accounts receivables and deposits paid and cash on hand to
pay any outstanding liabilities or accounts payable, and expects that the
remaining liabilities will be undertaken by Honview. The Company does not expect
any assets to remain outstanding or to be available for distribution to the
parties of the Joint Venture or shareholders of the Company.

In connection with the termination of substantially all of the Company's
operations on November 23, 2007, the Company effectively became a "shell
company" under the Exchange Act. As a result, the Company is currently seeking
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.

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


                                    Page 14

<PAGE>


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.

Accounting Treatment After Termination of Operations - In connection with the
expiration of the Joint Venture license on December 10, 2007 and in accordance
with the applicable accounting guidance, all assets and liabilities related to
the Joint Venture are separately disclosed in note 7 to the consolidated
financial statements. The results of discontinued operations are reported as a
separate component within the Consolidated Statement of Operations outside of
loss from continuing operations. The components of the results related to the
Joint Venture have been separately disclosed in note 7 to the consolidated
financial statements.

In addition, the Company reentered the development stage upon the expiration of
the Joint Venture license. The results of operations that have accumulated since
the Company reentered the development stage are presented in the Consolidated
Statement of Operations. The accumulated deficit before reentering development
stage and the accumulated deficit since reentering the development stage
(inception) have been separately presented in the Balance Sheet, Consolidated
Statement of Changes in Stockholders' Deficit and the Consolidated Statement of
Cash Flows for the period from December 10, 2007 (inception) to December 31,
2008.


Results of Operations for the Three and Six Months Ended December 31, 2008
Compared to the Three and Six Month Ended December 31, 2007

Revenues - For the three and six months ended December 31, 2008 and 2007, there
were no revenues from operations.

Operating Expenses - General and administrative expenses for continuing
operations included mainly salaries and professional fees. General and
administrative expenses decreased from Rmb 267,196 for the three months ended
December 31, 2007, to RMB 268,565 for the three months ended December 31, 2008,
and from Rmb495,838 for the six months ended December 31, 2007 to Rmb419,977 for
the six months ended December 31, 2008, as less expenses were incurred following
the suspension of substantially all operations in July 2007 and then
reentering the development stage on December 10, 2007.

Operating expenses for discontinued operations included bank charges and other
expenses.

The foregoing revenues and expenses have resulted in net losses of Rmb268,979
(US$39,244) and Rmb426,617 (US$62,242) for the three months and six months ended
December 31, 2008, respectively, as compared to net losses of Rmb85,291 and
Rmb425,734 for the three months and six months ended December 31, 2007. The
Company expects to continue to incur non-operating expenses as a shell company.

Other Comprehensive Income - The Company has recorded other comprehensive income
of Rmb2,032 (US$296) and Rmb39,734 (US$5,797) for the three months and six
months ended December 31, 2008 and 2007, respectively, directly into the
Stockholders' Deficit. This comprehensive income is mainly the result of an
unrealized gain on translation of advances from Honview from US$ to Rmb on
consolidation.

Liquidity and Capital Resources

As of December 31, 2008 and June 30, 2008, the Company had a negative working
capital of Rmb118,107 (US$17,231) and Rmb154,276 (US$22,505), respectively. As
of December 31, 2008, advances from the majority stockholder totaled
Rmb80,013,881 (US$11,673,701) compared to advances from the majority stockholder
of Rmb79,590,829 (US$11,610,624) as of June 30, 2008. The majority stockholder
has confirmed its intention to provide financial support to the Company.

Cash used in operating activities for the six months ended December 31, 2008 was
Rmb491,693 (US$71,736) as compared with Rmb787,379 (US$114,875) for the six
months ended December 31, 2007. The cash used in operations was to fund


                                    Page 15

<PAGE>


operating losses of Rmb426,617 (US$62,242) and Rmb425,734 (US$62,113) for the
six months ended December 31, 2008 and 2007, 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,
2008 and 2007, the majority stockholder has advanced Rmb461,446 (US$67,324) and
Rmb729,605 (US$106,446) to the Company, 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-K, as filed with the
SEC, which includes audited consolidated financial statements for the two fiscal
years ended June 30, 2008.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules
13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as at December 31, 2008. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition,
the design of disclosure controls and procedures must reflect the fact that
there are resource constraints and that management is required to apply its
judgment in evaluating the benefits of possible controls and procedures relative
to their costs.

Based on our evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are designed at a
reasonable assurance level and were fully effective as of December 31, 2008 in
providing reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and
make changes to our processes and systems to improve controls and increase
efficiency, while ensuring that we maintain an effective internal control
environment. Changes may include such activities as implementing new, more
efficient systems, consolidating activities, and migrating processes.


                                    Page 16
<PAGE>


There were no changes in our internal controls over financial reporting (as such
term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the period covered by this report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect our internal
control over financial reporting.

                           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 (Principal Accounting
                   Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1               Certifications of Chief Executive Officer and Chief Financial Officer (Principal Accounting 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 17
<PAGE>




                                   SIGNATURES

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

                                      COL CHINA ONLINE INTERNATIONAL INC.


Date:      February 17, 2009          By:   /s/Chi Keung Wong
                                            ------------------------------------
                                            Chi Keung Wong
                                            Chief Executive Officer and
                                            Chief Financial Officer (Principal
                                            Accounting Officer)


                                    Page 18

<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  (Principal  Accounting
                   Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1               Certifications of Chief Executive Officer and Chief Financial Officer (Principal  Accounting 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 19
</TABLE>