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

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

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

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

                                    333-39208
                            (Commission File Number)

                For the quarterly period ended December 31, 2005

                       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)

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

Indicate by check market whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).     Yes        No    X
                                           -----       -----


As of February 14, 2005, the Registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.

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


<PAGE>

                       COL China Online International Inc.




                                December 31, 2005


                                Table of Contents

                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

Item 1     Financial Statements:
           Condensed Consolidated Balance Sheets as of
             December 31, 2005 (unaudited) and June 30, 2005                 1
             2005
           Condensed Consolidated Statements of Operations for
             the three and six months ended December 31, 2005
             and 2004 (unaudited)                                            2
           Condensed Consolidated Statements of Cash Flows for
              the six months ended December 31, 2005 and
              2004 (unaudited)                                               4
           Notes to Condensed Consolidated Financial Statements              5
Item 2     Management's Discussion and Analysis or Plan of Operation         7
Item 3     Controls and Procedures                                           9


PART II.  OTHER INFORMATION

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


Signature Page                                                              12
Exhibit 31 Certifications
Exhibit 32 Certifications



<PAGE>
<TABLE>
<CAPTION>


                                                PART I FINANCIAL INFORMATION

Item 1   Financial Statements

                                             COL CHINA ONLINE INTERNATIONAL INC.
                                           CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                   JUNE 30, 2005         DECEMBER 31, 2005 (unaudited)
                                                                  --------------        -------------------------------
                                                                            (Rmb)            (Rmb)                (US$)
                                                                                                    (Illustrative Only)
ASSETS

<S>                                                                  <C>                <C>                 <C>
CURRENT ASSETS:
    Cash                                                               598,654             951,836             117,991
    Accounts receivable, net of an allowance for doubtful
         accounts                                                       68,055              99,960              12,392
    Prepaid expense and other receivables                              266,786             364,961              45,241
                                                                   -----------         -----------         -----------

             Total current assets                                      933,495           1,416,757             175,624

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb12,022,627
    (US$1,490,339) and Rmb107,557 (US$13,333), respectively          1,270,592           1,056,253             130,935
                                                                   -----------         -----------         -----------

TOTAL ASSETS                                                         2,204,087           2,473,010             306,559
                                                                   ===========         ===========         ===========


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                              790,945           1,080,996             134,000
    Due to a minority stockholder                                      187,155             187,155              23,200
    Taxes payable                                                      199,889             215,047              26,657
                                                                   -----------         -----------         -----------

             Total current liabilities                               1,177,989           1,483,198             183,857

NOTES PAYABLE:
    Majority Stockholder                                            76,617,572          78,272,308           9,702,730

STOCKHOLDERS' DEFICIENCY:
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 50,155,000 shares issued, outstanding             408,864             408,864              50,683
    Additional paid-in capital                                       1,214,118           1,214,118             150,504
    Accumulated deficit                                            (77,181,865)        (79,252,768)         (9,824,268)
    Accumulated other comprehensive loss / (gain)                      (32,591)            347,290              43,053
                                                                   -----------         -----------         -----------

             Total stockholders' deficiency                        (75,591,474)        (77,282,496)         (9,580,028)
                                                                   -----------         -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                       2,204,087           2,473,010             306,559
                                                                   ===========         ===========         ===========

                         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
                                               ------------------------------------------------------------
                                               DECEMBER 31, 2004                   DECEMBER 31, 2005
                                               -----------------        -----------------------------------
                                                           (Rmb)              (Rmb)                    (US$)
                                                                                         (Illustrative Only)

NET REVENUES:
     Telecommunication                               202,284                638,560                 79,157
     Marketing fee - PIERS                              --                   78,710                  9,757
                                                 -----------            -----------            -----------

                                                     202,284                717,270                 88,914

COST OF SALES:
    Telecommunication                                141,399                387,056                 47,980
     Marketing fee - PIERS                              --                   40,631                  5,037
                                                 -----------            -----------            -----------

                                                     141,399                427,687                 53,017
                                                 -----------            -----------            -----------

    Gross margin                                      60,885                289,583                 35,897

OPERATING EXPENSES:
    General and administrative                     1,415,080              1,095,570                135,808
    Amortization and depreciation                    173,286                126,187                 15,642
                                                 -----------            -----------            -----------

         Total operating expenses                  1,588,366              1,221,757                151,450
                                                 -----------            -----------            -----------

OPERATING LOSS                                    (1,527,481)              (932,174)              (115,553)

    Other income                                      35,121                    660                     82
                                                 -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                     (1,492,360)              (931,514)              (115,471)

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

NET LOSS                                          (1,492,360)              (931,514)              (115,471)
                                                 ===========            ===========            ===========

COMPREHENSIVE LOSSES                              (1,492,360)              (931,514)              (115,471)
                                                 ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE            (0.030)                (0.019)                (0.002)
                                                 ===========            ===========            ===========

WEIGHTED AVERAGE COMMON SHARES                    50,155,000             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 OPERATIONS (UNAUDITED)


                                                                  FOR THE SIX MONTHS ENDED
                                               -------------------------------------------------------------
                                               DECEMBER 31, 2004                   DECEMBER 31, 2005
                                               -----------------         -----------------------------------
                                                           (Rmb)               (Rmb)                    (US$)
                                                                                          (Illustrative Only)

NET REVENUES:
     Telecommunication                                 362,362              1,004,139                124,475
     Marketing fee - PIERS                                --                   78,710                  9,757
                                                   -----------            -----------            -----------

                                                       362,362              1,082,849                134,232

COST OF SALES:
    Telecommunication                                  224,213                734,753                 91,081
     Marketing fee - PIERS                                --                   40,631                  5,037
                                                   -----------            -----------            -----------

                                                       224,213                775,384                 96,118
                                                   -----------            -----------            -----------

    Gross margin                                       138,149                307,465                 38,114

OPERATING EXPENSES:
    General and administrative                       3,828,939              2,129,845                264,018
    Amortization and depreciation                      346,571                249,719                 30,955
                                                   -----------            -----------            -----------

         Total operating expenses                    4,175,510              2,379,564                294,973
                                                   -----------            -----------            -----------

OPERATING LOSS                                      (4,037,361)            (2,072,099)              (256,859)

    Other income                                        71,064                  1,196                    148
                                                   -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                       (3,966,297)            (2,070,903)              (256,711)

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

NET LOSS                                            (3,966,297)            (2,070,903)              (256,711)
                                                   ===========            ===========            ===========

COMPREHENSIVE LOSSES                                (3,966,297)            (2,070,903)              (256,711)
                                                   ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE              (0.079)                (0.041)                (0.005)
                                                   ===========            ===========            ===========

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

                    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 SIX MONTHS ENDED
                                                                     ---------------------------------------------------
                                                                     DECEMBER 31, 2004            DECEMBER 31, 2005
                                                                     -----------------     -----------------------------
                                                                               (Rmb)             (Rmb)             (US$)

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                            (3,966,297)       (2,070,903)         (256,711)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Amortization and depreciation                                      314,581           249,719            30,955
         Change in operating assets and liabilities:                           --                --                --
           Increase in:
              Accounts receivables                                            7,650           (31,905)           (3,955)
              Other assets                                                  (51,924)          (98,175)          (12,170)
           (Decrease) Increase in: Accounts payable and accrued
               expenses, and advance deposit received                      (457,608)          290,051            35,955
              Taxes payable                                                 113,455            15,158             1,879
                                                                         ----------        ----------        ----------

         Net cash used in operating activities                           (4,040,143)       (1,646,055)         (204,047)

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

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                                     --             (35,380)           (4,386)
     Lease payments received                                                494,146              --                --
                                                                         ----------        ----------        ----------

         Net cash provided in investing activities                          494,146           (35,380)           (4,386)
                                                                         ----------        ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Advances from Majority Stockholder                                   3,667,931         1,654,736           205,123
     Minority stockholders interest and advance                              27,505              --                --
                                                                         ----------        ----------        ----------

         Net cash provided by financing activities                        3,695,436         1,654,736           205,123
                                                                         ----------        ----------        ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                        --             379,881            47,091
                                                                         ----------        ----------        ----------

NET INCREASE IN CASH                                                        149,439           353,182            43,781

CASH, beginning of period                                                   101,532           598,654            74,210
                                                                         ----------        ----------        ----------

CASH, end of period                                                         250,971           951,836           117,991
                                                                         ==========        ==========        ==========


CASH PAID FOR INTEREST                                                         --                --                --
                                                                         ==========        ==========        ==========

                          See accompanying notes to these condensed consolidated financial statements

                                                         Page 4
</TABLE>

<PAGE>


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


1.        Company Organization and Operations
          -----------------------------------

          Nature of Operations - COL China Online International Inc. ("COL
          International" or the "Company") was incorporated as a Delaware
          corporation on February 22, 2000, for the purpose of acquiring and
          conducting the engineering services and internet related business of
          Migration Developments Limited, a British Virgin Islands Company
          ("Migration") and raising equity capital to be utilized in the
          business of Migration. Beginning around January 2004, the Company
          focused its business on internet and telecommunication convergence
          solutions and customer-specific solutions for the retail industry.

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

          On September 24, 2001, the Company acquired all the outstanding shares
          of common stock of Migration in exchange for 40.2 million shares of
          the Company's common stock. As a result of the acquisition, Migration
          became a wholly owned subsidiary of the Company.

          For financial reporting purposes, the acquisition of Migration by the
          Company on September 24, 2001 has been treated as a reverse
          acquisition. Migration is the continuing entity for financial
          reporting and the acquisition of the Company is considered a
          recapitalization and restructuring of Migration. On this basis, the
          historical financial statements prior to 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 the Company.

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

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

          Because the Company's past business model of attempting to be the IT
          department for small and medium-sized businesses by offering a broad
          range of IT services and providing electronic commerce services had
          not been successful, the Company developed a new business model and
          now focuses on providing internet and telecommunication convergence
          solutions to its customers.

                                     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. 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, 2005 which was filed October 13, 2005. In the
          opinion of the Company, all adjustments, including normal recurring
          adjustments necessary to present fairly the financial position of the
          Company as of December 31, 2005 and the results of its operations and
          cash flows for the three months and six months period then ended, have
          been included. The results of operations for the interim period are
          not necessarily indicative of the results for the full year.

          The amounts included in the financial statements are presented in
          Renminbi ("Rmb") which is COL International's functional currency,
          because COL International's operations are primarily located in the
          PRC. For illustrative purposes, the condensed consolidated balance
          sheet as December 31, 2005 and condensed consolidated statement of
          operations for the three months and six months ended December 31, 2005
          and condensed consolidated statement of cash flows for the six months
          ended December 31, 2005 have been translated into US dollars at
          approximately 8.06704 Rmb to the dollar, which was the exchange rate
          at December 31, 2005.

3.        Recently Issued Accounting Standards
          ------------------------------------

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

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

          The Company accounts for comprehensive income (loss) in accordance
          with SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130
          establishes standards for reporting comprehensive income and its
          components in financial statements. Comprehensive income, as defined
          therein, refers to revenues, expenses, gains and losses that are not
          included in net income but rather are recorded directly in
          stockholders' equity. Accumulated other comprehensive loss for the
          three months and six months period ended December 31, 2005,
          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 December 31, 2005, no options had been
          granted under the 2000 plan.

                                     Page 6

<PAGE>


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

     This document contains certain forward-looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2005.

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. Because the Company's past business model was not
successful, the Company developed a new business model in January 2004. The
Company now focuses on providing internet and telecommunication convergence
solutions to its customers with particular emphasis on customer-specific
solutions for the retail industry.

     COL Convergence (COLc) is a division responsible for providing internet and
communication convergence services to companies in China.

     The mission of COLc is to help its customers to obtain a communication
environment they need to be competitive. Normally, after a custom-made plan has
been developed and is accepted by a client, COLc will continue to be responsible
for the setting up and the running of that plan through the deployment of its
experienced engineers and managers. The Company, through its Migration
subsidiary, currently employs approximately 45 employees, including 15 staff
members responsible for sales of trade data products from Commonwealth Business
Media, Inc. ("CBM") in China. In November 2005, COLc signed an Overseas
Representative Agreement ("ORA") on revenue sharing basis with CBM to promote
and market CBM's trade data products to end users in the region of Eastern
China. Port Import Export Reporting Service ("PIERS"), a division of CBM, is
legally authorized by the U.S. Customs and Border Protection (title 19, code of
Federal Regulations, part 103.31) to collect and publish import/export
information derived from manifests of vessels calling at U.S. ports. The ORA
signed with CBM, subject to renewal upon consent by both parties, is for a
period of two years commencing on November 21, 2005. The Company may recruit
more staff should its plan of operations prove successful, of which there is no
assurance.

     COLc is currently discussing possible engagement with a number of
telecommunication network providers.

     Going concern - The Company has accumulated, since its commencement of
business, significant deficit. Accordingly, the ability of the Company to
continue operations as a going concern is dependent upon the continuing support
from Honview International Limited ("Honview"), a former shareholder of
Migration, which is now a major stockholder of the Company, until such time as,
when or if, the combined entity of the Company and Migration achieves profitable
operations and/or additional funds are raised in future private and public
offerings. There is no assurance that the Company will continue to receive
financing from Honview or that any future offerings of its securities will
occur.

     Currently, the Company has a negative cash flow from operating activities
and is seeking additional financing in order to satisfy its cash requirements.
The Company anticipates that it will require approximately Rmb3,000,000 (or
approximately US$362,000) in financing during the next 12 months to satisfy its
cash requirements for the development of the Company's new business plan.

                                     Page 7

<PAGE>


Results of Operations

     Three months period and six-months period ended December 31, 2005 compared
to the same periods ended December 31, 2004.

<TABLE>
<CAPTION>

Revenue                                   Three months ended                        Six months ended
                                          ------------------                        ----------------
                                    December 31,         December 31,        December 31,        December 31,
                                            2005                 2004                2005                2004
                                     (Unaudited)          (Unaduited)         (Unaudited)         (Unaudited)
                                             Rmb                  Rmb                 Rmb                 Rmb

<S>                                     <C>                  <C>                <C>                    <C>
Telecommunication income                638,560              202,284            1,004,139              362,362
Marketing fee - PIERS                    78,710                 --                 78,710                 --
                                      ---------            ---------            ---------            ---------

Total revenue                           717,270            1,134,339            1,082,849              362,362
                                      =========            =========            =========            =========
</TABLE>


     Telecommunication income represents the services commission revenues
received from providing ISP services and from sales of IP phone services. The
Company has entered into contracts with telecommunication services companies,
which authorize the Company to sell IDD (IP phone) services to end-users. The
Company receives telecommunication services commission income from these
companies, which is a percentage of the fees paid by the end-users for monthly
usage of the phones.

     Marketing fee is derived from sales of trade data products from
Commonwealth Business Media, Inc. ("CBM"). The Company contracted with CBM on
revenue sharing basis to promote and market their trade data products to end
users in the region of Eastern China. Marketing fee is recognized upon referring
customer sales orders to CBM and is recognized on a net basis.

     For the three months and six months period ended December 31, 2005, the
Company had other income of Rmb660 (US$82) and Rmb1,196 (US$148) as compared to
Rmb35,121 and Rmb71,064 for the three months period and six months period ended
December 31, 2004. "Other income" primarily represents interest income and
miscellaneous income.

     General and administrative costs include salaries, rent, travel other
overhead costs. For the three months ended December 31, 2005 and 2004, general
and administrative costs totaled Rmb1,095,570 (US$135,808) and Rmb1,415,080
respectively. For the six months ended December 31, 2005 and 2004, general and
administrative costs totaled Rmb2,129,845 (US$264,018) and Rmb3,828,939
respectively. The decrease in general and administrative costs in 2005 resulted
mainly from the closing of the Company's in-store advertising business in 2004.

     Amortization and depreciation expense for the three months ended December
31, 2005 and 2004 was Rmb126,187 (US$15,642) and Rmb173,286 respectively. For
the six months ended December 31, 2005 and 2004 was Rmb249,719 (US$30,955) and
Rmb346,571 respectively. The decrease is due to the depreciation of certain
assets in 2004.

     The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization. No share of loss
has been absorbed by the minority shareholder for the three months and six
months ended December 31, 2005 and 2004 as its initial capital contribution was
fully absorbed.

     The above has resulted in net losses of Rmb931,514 (US$115,471) and
Rmb1,492,360 for the three months ended December 31, 2005 and 2004 respectively,
compared to Rmb2,070,903 (US$256,711) and Rmb3,966,297 for the six months ended

                                     Page 8

<PAGE>


December 31, 2005 and 2004. The Company expects to continue to incur losses
until its services are more fully developed and accepted in China, of which
there is no assurance.

Liquidity and Capital Resources

     COL's ability to continue operations is currently dependent upon continuing
financial support from its majority stockholder. As of December 31, 2005 and
June 30, 2005, the Company had a negative working capital of Rmb66,441
(US$8,233) and Rmb244,494 respectively. As of December 31, 2005, advances from
the majority stockholder totaled Rmb78,272,308 (US$9,702,730). The Company's
management believes the majority stockholder will continue to provide financial
support to the Company, although the majority stockholder's agreement with the
Company to provide financial support in an amount of up to US$8 million expired
on January 1, 2004.

     Cash used in operating activities for the six months ended December 31,
2005 was Rmb1,646,055 (US$204,047) as compared with Rmb4,040,143 for the six
months ended December 31, 2004. The cash used in operations was to fund
operating losses of Rmb2,070,903 (US$256,711) and Rmb3,966,297, generally offset
by non-cash expenses related to amortization and depreciation of Rmb249,719
(US$30,955) and Rmb346,571 for the six months ended December 31, 2005 and 2004,
respectively.

     Cash used for investing activities was Rmb35,380 (US$4,386) for the six
months ended December 31, 2005. Cash used for investing activities for the
period ended December 31, 2005 was mainly due to the addition of new computer
equipment.

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the six months ended December
31, 2005 and 2004, the majority stockholder advanced Rmb1,654,736 (US$205,123)
and Rmb3,667,931, respectively.

Critical Accounting Policies

     The Company's significant accounting policies are described in Note 2 to
the financial statements for the three ended December 31, 2005 and 2004 included
in the accompanying financial statements and notes to consolidated financial
statements. The Company believes its most critical accounting policies include
accounting for provision for doubtful debts and impairment loss provision.

     No provision for impairment loss on fixed assets is made for the three
months and six month ended December 31, 2005, respectively, because the
recoverable amount of fixed assets is estimated to be higher than its carrying
value at the respective period-end and year-end date by the management.

Item 3   Controls and Procedures

     Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with participation of the Company's
management, including our Chief Executive Officer, who is also our Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended). Based on his evaluation, as of December 31,
2005, our Chief Executive Officer/Chief Financial Officer has concluded that
disclosure controls and procedures are, to the best of his knowledge, effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of his evaluation,
there were not significant changes in the Company's internal controls or in
other factors that could significantly affect these controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                     Page 9
<PAGE>


                           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

         Exhibits.
         ---------

Exhibit No.    Description
-----------    -----------

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

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

3.3            Amended And Restated Bylaws (3)

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

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

31             Certifications  of the Chief Executive Officer and Chief
               Financial Officer pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002

32             Certifications of Chief Executive  Officer and Chief
               Financial Officer pursuant to 18 U.S.C. Section 1350 as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

(1)  Translated into English from Chinese.

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

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

                                    Page 10

<PAGE>


                                    SIGNATURE


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

                                            COL CHINA ONLINE INTERNATIONAL INC.


Date:      February 17, 2006                By:  /s/ Chi Keung Wong
                                                ----------------------
                                                Chi Keung Wong
                                                Chief Executive Officer and
                                                Chief Financial Officer

                                     Page 11