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

                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 December 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 December 31, 2002, the Registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.

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

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

<PAGE>

                       COL China Online International Inc.


                                   FORM 10-QSB

                                December 31, 2002

                                Table of Contents

                                                                        Page No.

PART I.  FINANCIAL INFORMATION



Item 1    Financial Statements:

          Condensed Consolidated Balance Sheets as of December 31, 2002
            (unaudited) and June 30, 2002                                  1

          Condensed Consolidated Statements of Operations for the three
            and six months ended December 31, 2002 and 2001 (unaudited)    2

          Condensed Consolidated Statements of Cash Flows for the six
            months ended December 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                                      8

Item 3    Controls and Procedures                                         13


PART II.  OTHER INFORMATION



Signature Page

Certifications



<PAGE>
<TABLE>
<CAPTION>

                                       PART I FINANCIAL INFORMATION
Item 1. Financial Statements

                                    COL CHINA ONLINE INTERNATIONAL INC.
                                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                                               JUNE 30, 2002  DECEMBER 31, 2002 (unaudited)
                                                               -------------  -----------------------------
                                                                       (Rmb)          (Rmb)           (US$)
                                                                                        (Illustrative Only)
                   Assets
                   ------
CURRENT ASSETS:
<S>                                                                 <C>            <C>             <C>
    Cash                                                            368,839        295,023         35,600
    Accounts receivable, net of allowance for doubtful
         accounts of Rmb129,122 and of Rmb nil, respectively        340,115         45,100          5,442
    Inventories                                                      19,840           --             --
    Prepaid expense and other receivables                           266,992        371,835         44,869
                                                                -----------    -----------    -----------

             Total current assets                                   995,786        711,958         85,911

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb11,658,621 and
    Rmb11,143,282 (US$1,344,654), respectively                    3,509,596      3,916,261        472,573
                                                                -----------    -----------    -----------

TOTAL ASSETS                                                      4,505,382      4,628,219        558,484
                                                                ===========    ===========    ===========

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

CURRENT LIABILITIES:
    Current portion of mortgage loans payable                       330,528        339,438         40,960
    Accounts payable and accrued expenses                         2,203,103      1,350,192        162,926
    Due to a minority stockholder                                   214,660        214,660         25,903
    Taxes payable                                                   260,894        215,672         26,025
                                                                -----------    -----------    -----------

             Total current liabilities                            3,009,185      2,119,962        255,814

NOTES PAYABLE:
    Majority Stockholder                                         51,784,441     57,514,650      6,940,262
    Mortgage loans payable - net of current portion                 860,612        688,642         83,098
                                                                -----------    -----------    -----------

             Total notes payable                                 52,645,053     58,203,292      7,023,360

STOCKHOLDERS' DEFICIENCY:
    Preferred stock, US$0.001 par value, 5,000,000 shares
         authorized, none outstanding                                  --             --             --
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 50,155,000 shares issued and outstanding       408,864        408,864         50,155
    Additional paid-in capital                                    1,214,118      1,214,118        146,507
    Accumulated deficit                                         (52,738,071)   (57,281,082)    (6,912,895)
    Accumulated other comprehensive loss                            (33,767)       (36,935)        (4,457)
                                                                -----------    -----------    -----------

             Total stockholders' deficiency                     (51,148,856)   (55,695,035)    (6,720,690)
                                                                -----------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    4,505,382      4,628,219        558,484
                                                                ===========    ===========    ===========


                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, 2001        DECEMBER 31, 2002
                                        -----------------   --------------------------
                                                    (Rmb)          (Rmb)          (US$)
                                                                    (Illustrative Only)

NET REVENUES:
    Computer network installations             1,008,095         58,842          7,100
    Transaction fee                                  142           --             --
    Business services revenue                      6,679           --             --
    Sale of software                              10,803           --             --
    Marketing fees, minority stockholder          93,050        125,327         15,123
                                             -----------    -----------    -----------

         Total revenues                        1,118,769        184,169         22,223

COST OF SALES:
    Computer network installations               680,007         56,800          6,854
    Transaction costs                                377           --             --
    Business services costs                       53,243           --             --
    Cost of software sold                          6,000           --             --
    Communication costs                          274,711        310,042         37,413
                                             -----------    -----------    -----------

                                               1,014,338        366,842         44,267
                                             -----------    -----------    -----------

    Gross Margin                                 104,431       (182,673)       (22,044)

OPERATING EXPENSES:
    General and administrative                 2,974,087      2,058,062        248,345
    Amortization and depreciation              1,218,216        143,720         17,343
                                             -----------    -----------    -----------

         Total operating expenses              4,192,303      2,201,782        265,688
                                             -----------    -----------    -----------

OPERATING LOSS                                (4,087,872)    (2,384,455)      (287,732)

    Other income                                    --            1,867            225
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                 (4,087,872)    (2,382,588)      (287,507)

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

NET LOSS                                      (4,087,872)    (2,382,588)      (287,507)
                                             ===========    ===========    ===========

OTHER COMPREHENSIVE (LOSS) GAIN                     (889)         9,924          1,198
                                             -----------    -----------    -----------

COMPREHENSIVE LOSSES                           4,088,761     (2,372,664)      (286,309)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE         (0.08)        (0.048)        (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 2
<PAGE>

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


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

NET REVENUES:
    Computer network installations             1,155,406         58,842          7,100
    Transaction fee                               13,163           --             --
    Business services revenue                      7,330            898            108
    Sale of software                              33,181           --             --
    Marketing fees, minority stockholder         166,173        259,056         31,260
                                             -----------    -----------    -----------

         Total revenues                        1,375,253        318,796         38,468

COST OF SALES:
    Computer network installations               789,528         56,800          6,854
    Transaction costs                             11,677           --             --
    Business services costs                       57,683            392             47
    Cost of software sold                         16,500           --             --
    Communication costs                          509,222        612,871         73,955
                                             -----------    -----------    -----------

                                               1,384,610        670,063         80,856
                                             -----------    -----------    -----------

    Gross Margin                                  (9,357)      (351,267)       (42,388)

OPERATING EXPENSES:
    General and administrative                 5,189,648      4,751,084        573,311
    Amortization and depreciation              2,427,062        277,330         33,465
                                             -----------    -----------    -----------

         Total operating expenses              7,616,710      5,028,414        606,776
                                             -----------    -----------    -----------

OPERATING LOSS                                (7,626,067)    (5,379,681)      (649,164)

    Other income                                    --          836,670        100,961
                                             -----------    -----------    -----------

LOSS BEFORE MINORITY INTEREST                 (7,626,067)    (4,543,011)      (548,203)

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

NET LOSS                                      (7,626,067)    (4,543,011)      (548,203)
                                             ===========    ===========    ===========

OTHER COMPREHENSION LOSS                            --           (3,168)          (382)
                                             -----------    -----------    -----------

COMPREHENSIVE LOSSES                           7,626,067     (4,546,179)      (548,585)
                                             ===========    ===========    ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE         (0.17)         (0.09)         (0.01)
                                             ===========    ===========    ===========

WEIGHTED AVERAGE COMMON SHARES                46,175,407     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, 2001       DECEMBER 31, 2002
                                                    -----------------   -------------------------
                                                                (Rmb)         (Rmb)         (US$)
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             (7,626,067)   (4,543,011)     (548,203)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Amortization and depreciation                     2,427,062       277,330        33,465
         Gain on disposal of computer equipment and
           Education Net                                        --        (395,991)      (47,784)
         Provision for staff welfare written back               --        (436,479)      (52,670)
         Provision for doubtful debts                           --         289,473        34,931
         Change in operating assets and liabilities:
           Decrease (increase) in:
              Accounts receivables                            86,000       (58,994)       (7,119)
              Other assets                                  (209,152)     (274,583)      (33,134)
              Inventories                                     16,500        19,840         2,394
           Increase (decrease) in:
              Accounts payable and accrued expenses         (214,653)     (416,432)      (50,251)
              Taxes payable                                   55,495       (45,222)       (5,457)
              Billings in excess of costs and estimated
               earnings on uncompleted contracts             (86,265)         --            --
                                                          ----------    ----------    ----------

         Net cash used in operating activities            (5,551,080)   (5,584,069)     (673,828)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                  (440,636)     (733,994)      (88,570)
     Sales of Education Net                                     --         750,000        90,502
     Net cash acquired in acquisition of COL
        International under reverse acquisition               63,308          --            --
                                                          ----------    ----------    ----------

         Net cash (used in) provided by investing
           activities                                       (377,328)       16,006         1,932

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                              (154,525)     (163,060)      (19,676)
     Advances from Majority Stockholder                    4,829,266     5,730,209       691,461
     Minority stockholders interest and advance             (221,931)      (69,734)       (8,415)
                                                          ----------    ----------    ----------

         Net cash provided by financing activities         4,452,810     5,497,415       663,370
                                                          ----------    ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                         (889)       (3,168)         (382)
                                                          ----------    ----------    ----------

NET DECREASE IN CASH                                      (1,476,487)      (73,816)       (8,908)
                                                          ----------    ----------    ----------

CASH, beginning of period                                  1,858,434       368,839        44,508
                                                          ----------    ----------    ----------

CASH, end of period                                          381,947       295,023        35,600
                                                          ==========    ==========    ==========

CASH PAID FOR INTEREST                                        29,738        55,236         6,665
                                                          ==========    ==========    ==========

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


           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.   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.

     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 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 Migration.

     Migration is a British Virgin Islands (BVI) corporation incorporated on May
     18, 1998. It has two subsidiaries, Shenzhen Knowledge & Communications 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. 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, 2002, which was filed
     October 11, 2002. 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, 2002 and the results of its
     operations and cash flows for the quarter and six month periods then ended,
     have been included. The results of operations for the interim period are
     not necessarily indicative of the results for the full year.

     The amounts included in the financial statements are presented in Renminbi
     ("Rmb") which is COL International's functional currency, unless otherwise
     indicated as US dollars, because COL International's operations are
     primarily located in the PRC. For illustrative purposes, the condensed
     consolidated balance sheet as of December 31, 2002 and condensed
     consolidated statement of operations for the three months and six months
     ended December 31, 2002, respectively and condensed consolidated statement
     of cash flows for the six months ended December 31, 2002 have been
     translated into US dollars at approximately 8.2871 Rmb to the dollar, which
     was the exchange rate at December 31, 2002.


3.   Recent Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires
     companies to recognize costs associated with exit or disposal activities
     when they are incurred rather than at the date of a commitment to an exit
     or disposal plan. Examples of costs covered by SFAS 146 include lease
     termination costs and certain employee severance costs that are associated
     with a restructuring, discontinued operation, plant closing, or other exit
     or disposal activity. SFAS 146 is to be applied prospectively to exit or
     disposal activities initiated after December 31, 2002. The adoption of SFAS
     146 is not expected to have a material effect on the Company's financial
     position or results of its operations.

     In August 2002, the FASB issued Statement of Financial Accounting Standards
     No. 147, "Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS
     147 requires financial institutions to follow the guidance in SFAS 141 and
     SFAS 142 for business combinations and goodwill and intangible assets, as
     opposed to the previously applied accounting literature. This statement
     also amends SFAS 144 to include in its scope long-term customer
     relationship intangible assets of financial institutions. The provisions of
     SFAS 147 do no apply to the Company.

     In December 2002, the FASB issued Statement of Financial Accounting
     Standards No. 148, "Accounting for Stock-Based Compensation - Transition
     and Disclosure - an amendment of FASB Statement 123" (SFAS148). For
     entities that change their accounting for stock-based compensation from the


                                     Page 6
<PAGE>

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


     intrinsic method to the fair value method under SFAS 123, the fair value
     method is to be applied prospectively to those awards granted after the
     beginning of the period of adoption (the prospective method). The amendment
     permits two additional transition methods for adoption of the fair value
     method. In addition to the prospective method, the entity can choose to
     either (i) restate all periods presented (retroactive restatement method)
     or (ii) recognize compensation cost from the beginning of the fiscal year
     of adoption as if the fair value method had been used to account for awards
     (modified prospective method). For fiscal years beginning after December
     31, 2003, the prospective method will no longer be allowed. The statement
     is not expected to have a material impact on the Company as there is no
     stock-based compensation granted.


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 income (loss) for the quarter and six months period ended
     December 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 December 31, 2002, no options had been granted under the 2000 plan.




                                     Page 7
<PAGE>

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


This document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10 - KSB for the year ended June 30,
2002.


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 stage, 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 continuing 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 receive subscriber and/or
transactional fees for its services. Migration designs websites and provides
hosting services to other companies.

Disposal - COL International terminated the Education Net business in Wuhan by
disposal of its entire interest in and assets of Education Net for a total
consideration of Rmb750,000 (US$90,502) in July 2002 and since then the


                                     Page 8
<PAGE>

operation in Wuhan was ceased. During the six months ended December 31, 2002,
the Wuhan business recorded an operating loss of Rmb391,100 (US$47,194) from
ordinary activities before the disposal of the Education Net, while the
operating loss of the last corresponding period was Rmb1,392,401 (US$168,020),
representing a 72% decrease in operating loss as compared with the six months
ended December 31, 2001. The non-recurring transaction related to the disposal
of Education Net resulted in gain on disposal of equipment of Rmb395,991
(US$47,784) as well as a reduction of staff welfare liabilities of Rmb436,479
(US$52,670), totaling Rmb832,470 (US$100,454), which was included in other
income, for the six months ended December 31, 2002. COL International intends to
dispose the two properties in Wuhan in near future.

Plan of operations:

To re-focus the Company's operation in Shanghai, the Company divested its
operations in Wuhan in July 2002. COL International intends to pursue the
following in Shanghai:

o    Attempting to increase the competitiveness of the Company's products by
     actively seeking alternative suppliers for various services the Company is
     offering.

o    Commencing an operation to provide internet services to Sino Foreign Joint
     Ventures and Foreign Owned Companies in the area of Shanghai.

o    Pursuing a calling card service in Shanghai.

o    Seeking a strategic alliance with traditional media to promote the Company
     name and products.

o    Providing kiosk solutions in the loyalty, E-business and lottery market

The Company has negative cash flows from operating activities and is seeking
additional financing in order to satisfy its cash requirements. The Company
anticipates that it will require Rmb7,200,000 (or approximately US$870,000) in
financing during the next 12 months to satisfy its cash requirements. COL
International, through its Migration subsidiary, currently employs approximately
76 employees in China. COL International may recruit more staff once the above
plan of operations is in place.

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.


Results of Operations

     Revenues for the three months ended December 31, 2002 include installation
revenue of Rmb58,842 (US$7,100) and marketing fees received from Shenzhen Rayes
Group Co., Ltd. ("Rayes Group") of Rmb125,327 (US$15,123) compared to
installation revenues of Rmb1,008,095 and marketing fees of Rmb93,050 for the
three months ended December 31, 2001. Installation revenue and marketing fees
received from Rayes Group for the six months ended December 31, 2002 was
Rmb58,842 (US$7,100) and Rmb259,056 (US$31,260), respectively, compared to
Rmb1,155,406 and Rmb166,173, respectively, for the six months ended December 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

                                     Page 9
<PAGE>

between contracts based on negotiated price and materials installed (where lower
margins are received), is not consistent between periods. For the three months
ended December 31, 2002, the Company had a gross margin of approximately 3
percent based on costs of Rmb56,800 (US$6,854), whereas for the three months
ended December 31, 2001, the Company had a gross margin of 33 percent. For the
six months ended December 31, 2002, the Company had a gross margin of
approximately 3 percent based on costs of Rmb56,800 (US$6,854), whereas for the
six months ended December 31, 2001, the Company had a gross margin of 32
percent. Construction Net and Education Net have contributed transaction fee of
Rmb142 and business services revenue of Rmb6,679 respectively for the three
months ended December 31, 2001 but no revenues are derived for three months
ended December 31, 2002. As mentioned in the overview section above, Education
Net was disposed during the three months ended September 30, 2002 and as a
result, the business services provided by the Education Net was terminated. Due
to keen competition, no revenue are derived from transaction fee from
Construction Net and sale of software for the three month and six month period
ended December 31, 2002, respectively.

     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 Rmb274,711 and Rmb307,077 (US$37,055) during the three
months period of December 31, 2001 and December 31, 2002, respectively, compared
to Rmb509,222 and Rmb609,906 (US$73,597) during the six months period of
December 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.

     General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended December 31, 2001 and December 31,
2002, general and administrative costs totaled Rmb2,974,087 and Rmb2,058,062
(US$248,345), respectively. For the six months ended December 31, 2001 and
December 31, 2002, general and administrative costs totaled Rmb5,189,648 and
Rmb4,751,084 (US$573,311), respectively. The decrease in these costs is due to
the sale of Education Net.

     Amortization and depreciation expense for the three months ended December
31, 2001 and December 31, 2002 was Rmb1,218,216 and Rmb143,720 (US$17,343),
respectively, compared to Rmb2,427,062 and Rmb277,330 (US$33,465) for the six
months ended December 31, 2001 and December 31, 2002, respectively. The decrease
represents the impairment loss provision of fixed assets, mainly computer
equipment, which accrued in the fourth quarter of the fiscal year ended June 30,
2002.

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


                                    Page 10
<PAGE>

     No share of loss has been absorbed by minority shareholder for the three
months ended December 31, 2002 and for the six months ended December 31, 2002 as
its initial capital contribution was fully absorbed.

     The above has resulted in net losses of Rmb4,087,872 and Rmb2,382,588
(US$287,507) for the three months ended December 31, 2001 and December 31, 2002,
respectively, compared to Rmb7,626,067 and Rmb4,543,011 (US$548,203) for the six
months ended December 31, 2001 and December 31, 2002, respectively. The Company
expects to continue to incur losses until its services are more fully developed
and accepted in China.

Liquidity and Capital Resources

     As of December 31, 2002 and June 30, 2002, the Company had a negative
working capital of Rmb1,408,004 (US$169,903) and Rmb2,013,399, respectively. As
of December 31, 2002, advances from the majority stockholder totaled
Rmb57,514,650 (US$6,940,262). 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 financial support up
to US$8,000,000. Migration's ability to continue operations is currently
dependent upon continuing financial support from its majority stockholder. Also
included in liabilities at December 31, 2002 and June 30, 2002 is Rmb1,028,080
(US$124,058) and Rmb1,191,140, respectively, incurred in connection with the
purchase of office space and staff quarters in Wuhan, China.

     Cash used in operating activities for the six months period ended December
31, 2002 was Rmb5,584,069 (US$673,828) as compared with Rmb5,551,080 for the six
months ended December 31, 2001. The cash used in operations was to fund
operating losses of Rmb7,626,067 and Rmb4,543,011 (US$548,203), generally offset
by non-cash expenses related to amortization and depreciation of Rmb2,427,062
and Rmb277,330 (US$33,465), gain on disposal of equipments and Education Net of
Rmb nil and Rmb395,991 (US$47,784), provision for staff welfare fund written
back of Rmb nil and Rmb436,479 (US$52,670) as well as provision for doubtful
debts of Rmb nil and Rmb 289,473 (US$34,931) for the six months ended December
31, 2001 and December 31, 2002, respectively.

     Cash used in investing activities for the six months ended December 31,
2001 was Rmb377,328 while a net inflow of cash for the six months ended December
31, 2002 was Rmb16,006 (US$1,932) that was due to cash receipt for disposal of
Education Net amounted to Rmb750,000 (US$90,502) from the acquirer for the
period.

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the six months ended December
31, 2001 and December 31, 2002, the majority stockholder has advanced
Rmb4,829,266 and Rmb5,730,209 (US$691,461), respectively.


Critical Accounting Policies

     The Company's significant accounting policies are described in note 2 to
the financial statements for the years ended June 30, 2001 and 2002 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.

     The Rmb987,032 (US$119,104) provision for doubtful debts as included in the
consolidated balance sheet as at December 31, 2002 are debts which
recoverability are considered doubtful after due consideration and careful


                                    Page 11
<PAGE>

assessment by the management of the Company. The provision consists of amounts
due from minority stockholder of Joint Venture amounted to Rmb602,748
(US$72,733) and Rmb384,284 (US$46,371) which related to a sundry debtor in
Shanghai branch. However, the provision for trade receivable of Rmb129,122
(US$15,581) was reduced upon disposal of Education Net in Wuhan branch of JV
during the period. The gain on disposal of Education Net of Rmb395,991
(US$47,784) was based after taking into account this provision.

     No provision for impairment loss on fixed assets is made for the three
months and six months ended December 31, 2002, respectively, because the
carrying value, net of accumulated depreciation and impairment of Rmb9,636,283
(US$1,162,805) and Rmb1,506,999 (US$181,849), respectively, of fixed assets are
stated at its recoverable amount at the period-end date estimated by the
management.

















                                    Page 12
<PAGE>


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 and Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14 (c) under the Securities Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Principal Financial Officer
have concluded that disclosure controls and procedures are, to the best of their
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
their 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 13
<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 12, 2003                    By: /s/ Anthony Ng
                                            ------------------------------------
                                            Anthony Ng
                                            Chief Executive Officer













                                     Page 14
<PAGE>

                                 CERTIFICATIONS

I, Anthony Ng, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of COL China Online
     International Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  February 12, 2003                       /s/ Anthony Ng
                                               ---------------------------------
                                               Anthony Ng
                                               Chief Executive Officer


                                     Page 15
<PAGE>

I, C.K. Wong, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of COL China Online
     International Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 12, 2003                        /s/ C.K. Wong
                                               ---------------------------------
                                               C.K. Wong
                                               Principal Financial Officer


                                    Page 16
<PAGE>



1.   The undersigned are the Chief Executive Officer and the Principal Financial
     Officer of COL China Online International, Inc. This Certification is made
     pursuant to 18 U.S.C. ss. 1350 (ss. 906 of the Sarbanes-Oxley Act of 2002).
     This Certification accompanies the Form 10-QSB of COL China Online
     International Inc. for the quarter ended December 31, 2002.

2.   We certify that such Form 10-QSB fully complies with the requirements of
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
     information contained in such Form 10-QSB fairly presents, in all material
     respects, the financial condition and results of operations of COL China
     Online International Inc.

February 12, 2003

                                             By: /s/ Anthony NG
                                             -----------------------------------
                                             Anthony Ng
                                             Chief Executive Officer


                                             By: /s/ C.K. Wong
                                             -----------------------------------
                                             C.K. Wong
                                             Principal Financial Officer








                                     Page 17