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

                                  FORM 10 - QSB
                               ------------------

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

                  For the quarterly period ended March 31, 2002

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

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

       333-39208                                            52-2224845
       ---------                                            ----------
(Commission File Number)                    (IRS Employer 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)

                             3177 South Parker Road
                             Aurora, Colorado, 80014
                             -----------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes    X    No
    -------    --------

As of May 13, 2002, the Registrant had outstanding 50,155,000 shares of its
common stock, par value $0.0005.

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

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



<PAGE>


                       COL China Online International Inc.
                          (A Development Stage Company)

                                   FORM 10-QSB

                                 March 31, 2002

                                Table of Contents

                                                                        Page No.
PART I.  FINANCIAL INFORMATION



Item 1   Financial Statements:
         Condensed Consolidated Balance Sheets
          as of March 31, 2002 (unaudited) and June 30, 2001                1

         Condensed Consolidated Statements of Operations
           for the three and nine months ended  March 31, 2002
           and 2001 (unaudited)                                             2
         Condensed Consolidated Statements of Cash Flows for
           the nine months ended March 31, 2002 and 2001 (unaudited)        4
         Notes to Condensed Consolidated Financial Statements               5
Item 2   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               9


PART II.  OTHER INFORMATION

Item 5   Other Information                                                 14
Item 6   Exhibits and Reports on Form 8-K                                  14




<PAGE>
<TABLE>
<CAPTION>

                                              PART I FINANCIAL INFORMATION

Item 1.   Financial Statements

                                           COL CHINA ONLINE INTERNATIONAL INC.
                                         CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                      JUNE 30, 2001           MARCH 31, 2002 (unaudited)
                                                                      -------------           -----------------------------
                                                                          (Rmb)               (Rmb)              (US$)
                            Assets                                                                       (Illustrative Only)
                            ------
<S>                                                                    <C>                   <C>               <C>
CURRENT ASSETS:
    Cash                                                                1,858,434            938,716            113,270
    Accounts receivable, with no allowance for doubtful
         accounts                                                         231,487             81,645              9,852
    Inventories                                                            45,000             28,500              3,439
    Prepaid expense and other receivables                                 184,779            765,320             92,348
    Costs and estimated earnings in excess of billings on
         uncompleted contracts                                               --              335,161             40,442
    Due from minority stockholders                                        136,967            384,869             46,440
                                                                      -----------        -----------        -----------
             Total current assets                                       2,456,667          2,534,211            305,791

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation of Rmb9,745,641 and Rmb12,564,707
    (US$1,516,122), respectively                                        9,847,085          6,707,645            809,379

OTHER ASSETS:
    Intangibles, net of accumulated amortization and
         impairment of Rmb10,000,000 (US$1,206,651)                          --                 --                 --
    Goodwill, net of accumulated amortization and impairment
         of Rmb1,159,920 (US$139,962)                                        --                 --                 --
                                                                      -----------        -----------        -----------

             Total other assets                                              --                 --                 --
                                                                      -----------        -----------        -----------

TOTAL ASSETS                                                           12,303,752          9,241,856          1,115,170
                                                                      ===========        ===========        ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
    Current portion of mortgage loans payable                             313,271            326,144             39,354
    Accounts payable and accrued expenses                               1,699,522          2,255,746            272,190
    Billings in excess of costs and estimated earnings on
         uncompleted contracts                                             86,265               --                 --
    Taxes payable                                                         175,693            249,199             30,070
                                                                      -----------        -----------        -----------
             Total current liabilities                                  2,274,751          2,831,089            341,614

NOTES PAYABLE:
    Majority Stockholder                                               39,585,464         50,097,637          6,045,037
    Mortgage loans payable - net of current portion                     1,191,141            944,903            114,017
                                                                      -----------        -----------        -----------

             Total notes payable                                       40,776,605         51,042,540          6,159,054

MINORITY INTEREST IN SUBSIDIARIES                                            --                 --                 --

STOCKHOLDERS' DEFICIENCY:
    Preferred stock, US$0.001 par value, 5,000,000 shares
         authorized, none outstanding                                        --                 --                 --
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 40,200,000 and 50,155,000 shares
         issued and outstanding, respectively                             327,710            408,864             50,155
    Additional paid-in capital                                             79,890          1,214,118            146,502
    Accumulated deficit                                               (31,161,454)       (46,198,797)        (5,575,403)
    Accumulated other comprehensive income (loss)                           6,250            (55,958)            (6,752)
                                                                      -----------        -----------        -----------
             Total stockholders' deficiency                           (30,747,604)       (44,631,773)        (5,385,498)
                                                                      -----------        -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         12,303,752          9,241,856          1,115,170
                                                                      ===========        ===========        ===========

                     See accompanying notes to these condensed consolidated financial statements

                                                           Page 1
<PAGE>



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


                                                                 FOR THE THREE MONTHS ENDED
                                                   ------------------------------------------------------
                                                   MARCH 31, 2001                            MARCH 31, 2002
                                                   --------------         ---------------------------------
                                                       (Rmb)                  (Rmb)                   (US$)
                                                                                        (Illustrative Only)

NET REVENUES:
    Computer network installations                     232,774                216,296                 26,099
    Transaction fee                                      9,919                  2,564                    309
    Business services revenue                             --                      647                     78
    Sale of software                                      --                     --                     --
    Marketing fees, minority stockholder                53,459                102,834                 12,409
                                                   -----------            -----------            -----------

         Total revenues                                296,152                322,341                 38,895

COST OF SALES:
    Computer network installations                     202,313                184,007                 22,203
    Transaction costs                                     --                     --                     --
    Business services costs                              9,669                    284                     34
    Cost of software sold                                 --                     --                     --
    Communication costs                                345,460                244,600                 29,515
                                                   -----------            -----------            -----------

                                                       557,442                428,891                 51,752
                                                   -----------            -----------            -----------

    Gross Margin                                      (261,290)              (106,550)               (12,857)

OPERATING EXPENSES:
    General and administrative                       1,429,018              2,602,712                314,057
    Amortization and depreciation                    1,703,721              1,072,004                129,354
                                                   -----------            -----------            -----------

         Total operating expenses                    3,132,739              3,674,716                443,411
                                                   -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                       (3,394,029)            (3,781,266)              (456,268)

    Minority interest                                   58,106                   --                     --
                                                   -----------            -----------            -----------

NET LOSS                                            (3,335,923)            (3,781,266)              (456,268)
                                                   ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE               (0.08)                 (0.08)                 (0.01)
                                                   ===========            ===========            ===========

WEIGHTED AVERAGE COMMON SHARES                      40,200,000             50,155,000             50,155,000
                                                   ===========            ===========            ===========

                  See accompanying notes to these condensed consolidated financial statements

                                                     Page 2
<PAGE>

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


                                                                     FOR THE NINE MONTHS ENDED
                                                     ----------------------------------------------------------
                                                     MARCH 31, 2001                              MARCH 31, 2002
                                                     --------------           ---------------------------------
                                                              (Rmb)               (Rmb)                   (US$)
                                                                                            (Illustrative Only)

NET REVENUES:
    Computer network installations                       229,506              1,371,702                165,517
    Transaction fee                                        9,919                 15,727                  1,898
    Business services revenue                               --                    7,977                    963
    Sale of software                                        --                   33,181                  4,004
    Marketing fees, minority stockholder                 229,028                269,007                 32,460
                                                     -----------            -----------            -----------

         Total revenues                                  468,453              1,697,594                204,842

COST OF SALES:
    Computer network installations                       203,929                973,535                117,472
    Transaction costs                                       --                   11,677                  1,409
    Business services costs                                9,669                 57,967                  6,995
    Cost of software sold                                   --                   16,500                  1,991
    Communication costs                                  562,492                753,822                 90,960
                                                     -----------            -----------            -----------

                                                         776,090              1,813,501                218,827
                                                     -----------            -----------            -----------

    Gross Margin                                        (307,637)              (115,907)               (13,985)

OPERATING EXPENSES:
    Research and development                             142,030                   --                     --
    General and administrative                         4,023,676              7,792,360                940,266
    Amortization and depreciation                      5,114,452              3,499,066                422,215
                                                     -----------            -----------            -----------

         Total operating expenses                      9,280,158             11,291,426              1,362,481
                                                     -----------            -----------            -----------

OPERATING LOSS                                        (9,587,795)           (11,407,333)            (1,376,466)

    Other income                                          14,546                   --                     --
                                                     -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                         (9,573,249)           (11,407,333)            (1,376,466)

    Minority interest                                    165,287                   --                     --
                                                     -----------            -----------            -----------

NET LOSS                                              (9,407,962)           (11,407,333)            (1,376,466)
                                                     ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE                 (0.23)                 (0.24)                 (0.03)
                                                     ===========            ===========            ===========

WEIGHTED AVERAGE COMMON SHARES                        40,200,000             47,482,571             47,482,571
                                                     ===========            ===========            ===========

                   See accompanying notes to these condensed consolidated financial statements

                                                     Page 3

<PAGE>

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


                                                                               FOR THE NINE MONTHS ENDED
                                                           -------------------------------------------------------------
                                                                    MARCH 31, 2001                       MARCH 31, 2002
                                                           ------------------------   ----------------------------------
                                                                             (Rmb)              (Rmb)             (US$)
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                   (9,407,962)         (11,407,333)          (1,376,466)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Minority interest                                        (165,287)                --                   --
         Amortization and depreciation                           5,114,452            3,499,066              422,215
         Loss on disposal of equipment                                --                120,000               14,480
         Change in operating assets and liabilities:
           Decrease (increase) in:
              Accounts receivables                                  90,044              149,842               18,081
              Other assets                                         (71,078)            (716,630)             (86,472)
              Inventories                                             --                 16,500                1,991
           Increase (decrease) in:
              Accounts payable and accrued expenses                123,788             (107,240)             (12,940)
              Taxes payable                                           (107)              73,506                8,870
              Billings in excess of costs and estimated
               earnings on uncompleted contracts                      --                (86,265)             (10,409)
                                                               -----------          -----------          -----------

         Net cash used in operating activities                  (4,316,150)          (8,458,554)          (1,020,650)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                        (619,111)            (479,626)             (57,874)
     Purchase of Construction Net                                 (281,964)                --                   --
     Net cash acquired in acquisition of COL
        International under reverse acquisition                       --                 63,308                7,639
                                                               -----------          -----------          -----------

         Net cash used in investing activities                    (901,075)            (416,318)             (50,235)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                                    (204,882)            (233,365)             (28,159)
     Advances from Majority Stockholder                          5,006,383            8,498,629            1,025,488
     Minority stockholders interest and advance                    253,082             (247,902)             (29,913)
                                                               -----------          -----------          -----------

         Net cash provided by financing activities               5,054,583            8,017,362              967,416
                                                               -----------          -----------          -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               --                (62,208)              (7,506)
                                                               -----------          -----------          -----------

NET DECREASE IN CASH                                              (162,642)            (919,718)            (110,975)
                                                               -----------          -----------          -----------

CASH, beginning of period                                          661,002            1,858,434              224,245
                                                               -----------          -----------          -----------

CASH, end of period                                                498,360              938,716              113,270
                                                               ===========          ===========          ===========

CASH PAID FOR INTEREST                                              28,064               47,297                5,707
                                                               ===========          ===========          ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Issuance of common stock for acquisition
      of subsidiaries                                                 --                 67,662                8,300
                                                               ===========          ===========          ===========

                    See accompanying notes to these condensed consolidated financial statements

</TABLE>
                                                   Page 4
<PAGE>



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


1. Summary of Business
   -------------------

     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 Migration Developments
     Limited ("Migration") and raising equity capital. Prior to the acquisition
     of Migration, COL International was considered to be in the development
     stage, due to its limited operations and lack of revenues.

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

     COL International was formed for the purpose of acquiring and conducting
     the engineering services and the internet related business of Migration. On
     September 24, 2001, the acquisition of Migration by the Company through the
     exchange of the Company's shares was completed. In this transaction, the
     Company acquired all the outstanding shares of common stock of Migration in
     exchange for 40.2 million shares of the Company's common stock. As a result
     of the acquisition, Migration became a wholly owned subsidiary of COL
     International.

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

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

     Migration is also developing proprietary websites in which it markets
     services and products of other companies and receives subscriber and/or
     transactional fees for its services. Migration designs websites and
     provides hosting services to other companies.

                                     Page 5
<PAGE>




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


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

     The unaudited condensed consolidated financial statements have been
     prepared by the Company, pursuant to the rules and regulations of the
     Securities and Exchange Commission (SEC). Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been omitted
     pursuant to such SEC rules and regulations; nevertheless, the Company
     believes that the disclosures are adequate to make the information
     presented not misleading. These financial statements have been prepared on
     the same basis as the annual financial statements except for certain
     accounting policies used by Migration as detailed in the Form 10-QSB for
     the quarter ended September 30, 2001. 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, 2001 and Current Report on Form 8-K and
     amendment on Form 8-K/A concerning the acquisition of Migration on
     September 24, 2001. In the opinion of the Company, all adjustments,
     including normal recurring adjustments necessary to present fairly the
     financial position of the Company as of March 31, 2002 and the results of
     its operations and cash flows for the quarter and nine month periods then
     ended, have been included. The results of operations for the interim period
     are not necessarily indicative of the results for the full year.

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

     The amounts included in the financial statements are presented in Renminbi
     ("Rmb") which is COL International's functional currency, unless otherwise
     indicated as US dollars, because COL International's operations are
     primarily located in the PRC. For illustrative purposes, the condensed
     consolidated balance sheet as of March 31, 2002, condensed consolidated
     statements of operations for the three months and nine months ended March
     31, 2002, respectively, and condensed consolidated statement of cash flows
     for the nine months ended March 31, 2002 have been translated into US
     dollars at approximately 8.2874 Rmb to the dollar, which was the exchange
     rate at March 31, 2002.


                                     Page 6
<PAGE>




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


3. Recent Accounting Pronouncements
   --------------------------------

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
     Combinations" and No. 142 "Goodwill and Other Intangible Assets". SFAS No.
     141 requires all business combinations initiated after June 30, 2001 to be
     accounted for under the purchase method. For all business combinations for
     which the date of acquisition is after June 30, 2001, SFAS No. 141 also
     establishes specific criteria for the recognition of intangible assets
     separately from goodwill and requires unallocated negative goodwill to be
     written off immediately as an extraordinary gain, rather than deferred and
     amortized. SFAS No. 142 changes the accounting for goodwill and other
     intangible assets after an acquisition. The most significant changes made
     by SFAS No. 142 are: (1) goodwill and intangible assets with indefinite
     lives will no longer be amortized; (2) goodwill and intangible assets with
     indefinite lives must be tested for impairment at least annually; and (3)
     the amortization period for intangible assets with finite lives will no
     longer be limited to forty years. At this time, the Company does not
     believe that the adoption of either of these statements will have a
     material effect on its financial position, results of operations, or cash
     flows.

     In June 2001, the FASB also approved for issuance SFAS No. 143 "Asset
     Retirement Obligations". SFAS No. 143 establishes accounting requirements
     for retirement obligations associated with tangible long-lived assets,
     including (1) the timing of the liability recognition, (2) initial
     measurement of the liability, (3) allocation of asset retirement cost to
     expense, (4) subsequent measurement of the liability and (5) financial
     statement disclosures. SFAS No. 143 requires that an asset retirement cost
     should be capitalized as part of the cost of the related long-lived asset
     and subsequently allocated to expense using a systematic and rational
     method. The adoption of SFAS No. 143 is not expected to have a material
     effect on the Company's financial position, results of operations, or cash
     flows.

     In August 2001, the FASB also approved SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS
     No. 121. The new accounting model for long-lived assets to be disposed of
     by sale applies to all long-lived assets, including discontinued
     operations, and replaces the provisions of Accounting Principles Board
     (APB) Opinion No. 30, "Reporting Results of Operations - Reporting the
     Effects of Disposal of a Segment of a Business", for the disposal of
     segments of a business. SFAS No. 144 requires that those long-lived assets
     be measured at the lower of carrying amount or fair value less cost to
     sell, whether reported in continuing operations or in discontinued
     operations. Therefore, discontinued operations will no longer be measured
     at net realizable value or include amounts for operating losses that have
     not yet occurred. SFAS No. 144 also broadens the reporting of discontinued
     operations to include all components of an entity with operations that can
     be distinguished from the rest of the entity and that will be eliminated
     from the ongoing operations of the entity in a disposal transaction. The
     provisions of SFAS No. 144 are effective for financial statements issued
     for fiscal years beginning after December 15, 2001 and, generally, are to
     be applied prospectively. At this time, the Company cannot estimate the
     effect of this statement on its financial position, results of operations,
     or cash flows.

                                     Page 7
<PAGE>



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


4. Comprehensive Income (Loss)
   --------------------------

     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. Accumulated other
     comprehensive income (loss) for the quarter and nine months period ended
     March 31, 2002, respectively, represented foreign currency translation
     adjustments.


5. Net Loss Per Share
   ------------------

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

     Pursuant to the Company's 2000 Stock Option Plan, options may be granted to
     purchase an aggregate of 4,000,000 shares of common stock to key employees
     and other persons who have or are contributing to the Company's success. As
     of March 31, 2002, no options had been granted under the 2000 plan.


6. Accumulated Deficit
   -------------------

     The acquisition of Migration by COL International on September 24, 2001 had
     been treated as a reverse acquisition. As a result, accumulated deficit
     prior to the acquisition should reflect that of Migration only. However, no
     goodwill was recorded on this acquisition as COL International had limited
     operations and was formed for the sole purpose of merging with Migration
     and raising limited funding prior to the acquisition. Therefore,
     accumulated deficit of COL International of RMB3,630,010 (US$438,016) at
     the date of acquisition has also been recorded in the accumulated deficit
     of the Company.


7. Legal Proceedings
   -----------------

     On July 27, 2000, ChinaOnline Inc., a provider of business news and
     information regarding China in the United States, sent the Company a letter
     claiming that the Company's use of the CHINAONLINE mark constitutes an
     infringement and dilution of the trademark rights of ChinaOnline Inc. in
     its CHINAONLINE trademark, which they claimed had been registered in the
     United States. ChinaOnline Inc. demanded that the Company cease and desist
     all use of the CHINAONLINE mark, including as a company name. On August 21,
     2000, ChinaOnline Inc. sent a second letter stating that it will take
     appropriate action in the event that we fail to cease and desist all use of
     the CHINAONLINE mark. The Company has responded to these claims by stating
     that, under relevant legal principles, the use of the name "COL China
     Online International Inc." does not infringe on, dilute or otherwise injure
     any trademark rights of the claimant.



                                     Page 8

<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. The Company's
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, 2001.


Overview

COL International was incorporated for the purpose of acquiring Migration and
raising equity capital. Prior to the acquisition of Migration on September 24,
2001, COL International was considered to be in the development state, due to
its limited operations and lack of revenues.

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

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

Acquisition - COL International was formed for the purpose of acquiring and
conducting the engineering services and the internet related business of
Migration. In September 2001, the acquisition of Migration by the Company
through the exchange of the Company's shares was completed. In this transaction,
the Company acquired all the outstanding shares of common stock of Migration in
exchange for 40.2 million shares of the Company's common stock. As a result of
the acquisition, Migration became a wholly owned subsidiary of COL
International. However, for accounting purposes, this transaction is treated a
reverse acquisition, whereby Migration is considered as an acquirer. No goodwill
is recorded in the merger. The condensed consolidated financial statements of
the Company reflected the operations of Migration prior to the merger and the
combined entity after the merger.

Migration is a British Virgin Islands (BVI) corporation incorporated on May 18,
1998. Migration has been providing marketing and technical services for an
Internet Service Provider (ISP) and value added services generally related to
the installation of computer network system (i.e. Local Area Networks LANs) in
the PRC. Migration is also developing proprietary websites in which it markets
services and products of other companies and receives subscriber and/or
transactional fees for its services. Migration designs websites and provides
hosting services to other companies.

                                     Page 9
<PAGE>




Plan of operations - During the next 12 months, COL International intends to
pursue the following:

     o    marketing packages of information technology and value added internet
          services to small and medium-sized enterprises in China;

     o    continue operating a website (www.colexports.com) under an agreement
          with the China Council for Promotion of International Trade to assist
          export-related companies to carry out obtaining certificates of origin
          required to enable export companies to cash letters of credit and to
          apply for overseas product standards approvals through the Council's
          authorization by the U.S. Food and Drug Administration and
          Underwriter's Laboratory;

     o    marketing network engineering projects in China with design and
          installation of networking and communication solutions in office
          complexes, airports and hospitals;

     o    offering web hosting and home page development services through COL
          International's data center in Shanghai;

     o    promoting and trading building materials among construction industry
          participants in China through a business-to-business website
          (www.col173.com);

     o    marketing on-line education and trading programs in China through its
          Education Net website (www.whedu.com.cn).

The Company currently is operating on a negative cash flow basis and is seeking
additional financing in order to satisfy its cash requirements. The Company
anticipates that it will require Rmb7,336,800 (or approximately US$900,000) in
financing during the next 12 months to satisfy its cash requirements. COL
International, through its Migration subsidiary, currently employs approximately
70 employees in China. As COL International pursues its plan of operations, it
anticipates hiring up to 30 additional employees in the next 12 months.

We anticipate making no purchases or sales of plant and significant equipment in
the coming year, apart from the possible addition of more servers to keep pace
with future growth. We do not expect the costs of additional servers to be
material.

                                    Page 10
<PAGE>


Results of Operations

     Revenues for the three months ended March 31, 2002 include installation
revenue of Rmb216,296 (US$26,099) and marketing fees received from Shenzhen
Rayes Group Co., Ltd. ("Rayes Group") of Rmb102,834 (US$12,409) compared to
installation revenues of Rmb232,774 and marketing fees of Rmb53,459 for the
three months ended March 31, 2001. Installation revenue and marketing fees
received from Rayes Group for the nine months ended March 31, 2002 was
Rmb1,371,702 (US$165,517) and Rmb269,007 (US$32,460), respectively, compared to
Rmb229,506 and Rmb229,028, respectively, for the nine months ended March 31,
2001. The Company has entered into only a limited number of installation
contracts, and revenue is recognized as project phases are completed and
accepted by the customer. However, because there have been only a limited number
of contracts, the Company's gross margin on installation revenue, which can vary
between contracts based on negotiated price and materials installed (where lower
margins are received), is not consistent between periods. For the three months
ended March 31, 2002, the Company had a gross margin of approximately 15 percent
based on costs of Rmb184,007 (US$22,203), whereas for the three months ended
March 31, 2001, the Company had a gross margin of 13 percent. For the nine
months ended March 31, 2002, the Company had a gross margin of approximately 29%
based on costs of Rmb973,535 (US$117,472), whereas for the nine months ended
March 31, 2001, the Company had a gross margin of 11%. In addition, Construction
Net and Education Net have contributed transaction fee of Rmb2,564 (US$309) and
business services revenue of Rmb647 (US$78) respectively for the three months
ended March 31, 2002, compared to Rmb15,727 (US$1,898) and Rmb7,977 (US$963),
respectively, for the nine months ended March 31, 2002. Both Construction Net
and Education Net were launched during the year ended June 30, 2001, however, no
significant revenues have been generated to date. The Company began to derive
revenue from sales of design software amounting to Rmb33,181 (US$4,004) with a
gross profit of 50 percent for the nine months ended March 31, 2002.

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

     In connection with these services, the Company has an agreement with Rayes
Group to reimburse Rayes Group for its actual transmission (i.e., telephone
line) costs, provided that Rayes Group will pay all incremental costs related to
expansion of the telecommunications facilities related to the ISP operations.
These amounts totaled Rmb345,460 and Rmb244,600 (US$29,515) during the three
months period of March 31, 2001 and March 31, 2002, respectively, compared to
Rmb562,492 and Rmb753,822 (US$90,960) during the nine months period of March 31,
2001 and 2002, respectively. The Joint Venture has no long-term commitments in
connection with its telecommunication costs other than management fees payable
to the Rayes Group for providing services.



                                    Page 11
<PAGE>


     During the three months ended March 31, 2001 and March 31, 2002, the
Company did not incur any research and development costs. The Company incurred
Rmb142,030 and nil of research and development costs for the nine months ended
March 31, 2001 and 2002, respectively. These costs represent software
development costs associated with the Company's development of its Education Net
and Small and Medium Sized Enterprises web sites. The web sites are currently
functioning and can be accessed, but no significant revenues have been generated
to date.

     General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended March 31, 2001 and March 31, 2002,
general and administrative costs totaled Rmb1,429,018 and Rmb2,602,712
(US$314,057), respectively. For the nine months ended March 31, 2001 and March
31, 2002, general and administrative costs totaled Rmb4,023,676 and Rmb7,792,360
(US$940,266), respectively. These costs are increasing as the Company continues
to expand its business services.

     Amortization and depreciation expense for the three months ended March 31,
2001 and March 31, 2002 was Rmb1,703,721 and Rmb1,072,004 (US$129,354),
respectively, compared to Rmb5,114,452 and Rmb3,499,066 (US$422,215) for the
nine months ended March 31, 2001 and March 31, 2002, respectively. The decrease
represents the impairment loss provision of intangibles which accrued in the
fourth quarter of the fiscal year ended June 30, 2001.

     The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization.

     Based on the minority shareholder's thirty percent interest in Shangyi,
Rmb58,106 and Rmb165,287 of losses is offset against the minority interest's
capital contribution of Rmb446,581 for the three months ended March 31, 2001 and
for the nine months ended March 31, 2001, respectively. No share of loss has
been absorbed by Shangyi's minority interest holder for the three months ended
March 31, 2002 and for the nine months ended March 31, 2002 as its initial
capital contribution was fully absorbed.

     The above has resulted in net losses of Rmb3,335,923 and Rmb3,781,266
(US$456,268) for the three months ended March 31, 2001 and March 31, 2002,
respectively, compared to Rmb9,407,962 and Rmb11,407,333 (US$1,376,466) for the
nine months ended March 31, 2001 and March 31, 2002, respectively. The Company
expects to continue to incur losses until its services are more fully developed
and accepted in China.



                                    Page 12
<PAGE>


Liquidity and Capital Resources

     As of March 31, 2002 and June 30, 2001, the Company had a negative and
positive working capital of Rmb296,878 (US$35,823) and Rmb181,916, respectively.
As of March 31, 2002, advances from the majority stockholder totaled
Rmb50,097,637 (US$6,045,037). The Company's management believes the majority
stockholder will continue to provide financial support to the Company, and the
majority stockholder has signed a note agreement to provide up to US$8,000,000.
Migration's ability to continue operations is currently dependent upon continued
financial support from its majority stockholder. Also included in liabilities at
March 31, 2002 and June 30, 2001 is Rmb1,271,047 (US$153,371) and Rmb1,504,412,
respectively, incurred in connection with the purchase of office space and staff
quarters in Wuhan, China.

     Cash used in operating activities for the nine months period ended March
31, 2002 was Rmb8,458,554 (US$1,020,650) as compared with Rmb4,316,150 for the
nine months ended March 31, 2001. The cash used in operations was to fund
operating losses of Rmb9,407,962 and Rmb11,407,333 (US$1,376,466), generally
offset by non-cash expenses related to amortization and depreciation of
Rmb5,114,452 and Rmb3,499,066 (US$422,215) for the nine months ended March 31,
2001 and March 31, 2002, respectively.

     Cash used in investing activities for the nine months ended March 31, 2001
and March 31, 2002 was Rmb901,075 and Rmb416,318 (US$50,235), respectively. For
the nine months ended March 31, 2001, after receiving regulatory approval, the
purchase of a company developing a website (Construction Net) in which the
Company has 70 percent interest, was completed. The total purchase price for
this entity was Rmb1,457,140 (or approximately US$179,000). A purchase deposit
of Rmb1,020,000 (or approximately US$125,000) was advanced during the period
ended June 30, 2000 and an additional net amount of Rmb 281,964 (or
approximately US$35,000) was paid in July 2000. The predecessor entity was a
development stage company and has not recognized any significant revenues from
its web site development.

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the nine months ended March 31,
2001 and March 31, 2002, the majority stockholder has advanced Rmb5,006,383 and
Rmb8,498,629 (US$1,025,488), respectively.


                                    Page 13
<PAGE>



Item 5.   Other Information

Effective as of March 31, 2002, Brian Power resigned as Chief Executive Officer,
Secretary and a Director of the Company. The Board of Directors elected Anthony
Ng as Chief Executive Officer, Secretary and a Director to fill the vacancies in
these positions while the Corporation seeks another Chief Executive Officer.


Item 6.   Exhibits And Reports On Form 8-K

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

                  None.

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

                  None.



                                    Page 14
<PAGE>



                                    SIGNATURE


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

                                          COL CHINA ONLINE INTERNATIONAL INC.


Date:    May 15, 2002                      By:  /s/ Anthony Ng
                                                --------------------------------
                                                    Anthony Ng
                                                    Chief Executive Officer


                                    Page 15