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

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

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended December 31, 2007.

OR

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

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

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

           Delaware                                           52-2224845
           --------                                           ----------
(State or other jurisdiction                                 (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 mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

As of February 11, 2007, the registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.

Transitional Small Business Disclosure Format (Check One):  YES [  ] NO [X]



<PAGE>


                       COL China Online International Inc.

                              REPORT ON FORM 10-QSB

                     For the Period Ended December 31, 2007

                                Table of Contents

                                                                       Page No.

PART I.  FINANCIAL INFORMATION

Item 1            Financial Statements:
                  Condensed Consolidated Balance Sheets as of
                    December 31, 2007 (unaudited) and June 30, 2007         2
                  Condensed Consolidated Statements of Operations
                    for the three months ended December 31, 2007            3
                    and 2006 (unaudited)
                  Condensed Consolidated Statements of Operations
                    for the six months ended December 31, 2007
                    and 2006 (unaudited)                                    4
                  Condensed Consolidated Statements of Cash Flows
                    for the six months ended December 31, 2007
                    and 2006 (unaudited)                                    5
                  Notes to Condensed Consolidated Financial Statements      6
Item 2            Management's Discussion and Analysis of
                    Financial Condition and Results of Operations           9
Item 3            Controls and Procedures                                  12

PART II.  OTHER INFORMATION

Item 1            Legal Proceedings                                        12
Item 2            Unregistered Sales of Equity Securities
                     and Use of Proceeds                                   12
Item 3            Defaults Upon Senior Securities                          12
Item 4            Submissions of Matters to a Vote of Security Holders     13
Item 5            Other Information                                        13
Item 6            Exhibits                                                 13

Signature Page                                                             14
Exhibit 31.1 Certification
Exhibit 32.1 Certification


                                       1
<PAGE>
<TABLE>
<CAPTION>


                                                   PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                                 COL CHINA ONLINE INTERNATIONAL INC.
                                               CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                               DECEMBER 31, 2007
                                                                               (unaudited)               JUNE 30, 2007
                                                                  -----------------------------------    --------------
                                                                             (US$)             (Rmb)              (Rmb)
                                                                    (Illustrative
ASSETS                                                                      only)
------
<S>                                                                    <C>                 <C>              <C>
CURRENT ASSETS:
    Cash                                                                   18,002            131,672            190,579
    Accounts receivable, net of an allowance for
         doubtful accounts                                                   --                 --               19,757
     Deposits and other receivables                                         6,099             44,608            432,046
                                                                      -----------        -----------        -----------

             Total current assets                                          24,101            176,280            642,382

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb10,673,752
    (US$1,459,339) and Rmb1,862,370 (US$254,627) respectively                --                 --                 --
                                                                      -----------        -----------        -----------

TOTAL ASSETS                                                               24,101            176,280            642,382
                                                                      ===========        ===========        ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                  24,733            180,896            718,341
    Business tax payable                                                     --                 --              225,668
                                                                      -----------        -----------        -----------

             Total current liabilities                                     24,733            180,896            944,009
                                                                      -----------        -----------        -----------

NON-CURRENT LIABILITIES:
    Payable to majority stockholder                                    10,963,086         80,185,108         80,129,352

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

             Total non-current liabilities                             10,963,086         80,185,108         80,129,352
                                                                      -----------        -----------        -----------

STOCKHOLDERS' DEFICIENCY:
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized and 50,155,000 shares issued, outstanding              50,155            408,864            408,864
    Additional paid-in capital                                            146,507          1,214,118          1,214,118
    Accumulated deficit                                               (10,980,874)       (83,708,450)       (83,282,716)
    Other comprehensive income                                           (179,506)         1,895,744          1,228,755
                                                                      -----------        -----------        -----------

             Total stockholders' deficiency                           (10,963,718)       (80,189,724)       (80,430,979)
                                                                      -----------        -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                             24,101            176,280            642,382
                                                                      ===========        ===========        ===========


                                  See accompanying notes to these consolidated financial statements.

                                                                    2

<PAGE>


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


                                                                                                FOR THE THREE MONTHS ENDED
                                                                              ------------------------------------------------------
                                                                                                                        DECEMBER 31,
                                                                                       DECEMBER 31, 2007                    2006
                                                                              --------------------------------          ------------

                                                                                       (US$)              (Rmb)                (Rmb)
                                                                              (Illustrative
                                                              Note                    only)
CONTINUING OPERATIONS
     General and administrative expenses                                          (36,532)            (267,196)            (398,434)
                                                                              -----------          -----------          -----------

LOSS FROM CONTINUING OPERATIONS                                                   (36,532)            (267,196)            (398,434)
                                                                              -----------          -----------          -----------

DISCONTINUED OPERATIONS                                         4
Net revenues:
     Telecommunication                                                               --                   --              1,176,122
     Marketing fee - PIERS                                                           --                   --                 92,206
                                                                              -----------          -----------          -----------

         Total revenues                                                              --                   --              1,268,328
                                                                              -----------          -----------          -----------

Cost of Sales
     Telecommunication                                                               --                   --               (841,038)
     Marketing fee - PIERS                                                           --                   --                 (1,478)
                                                                              -----------          -----------          -----------

         Total cost of sales                                                         --                   --               (842,516)
                                                                              -----------          -----------          -----------

Gross margin                                                                         --                   --                425,812
                                                                              -----------          -----------          -----------

Operating expenses:
    General and administrative expenses                                            (7,515)             (54,965)            (869,985)
    Amortization and depreciation                                                    --                   --                (21,024)
                                                                              -----------          -----------          -----------

         Total operating expenses                                                  (7,515)             (54,965)            (891,009)
                                                                              -----------          -----------          -----------

Operating loss                                                                     (7,515)             (54,965)            (465,197)

    Rental income                                                                    --                   --                262,500
    Other income                                                                   32,385              236,870                  661
                                                                              -----------          -----------          -----------

PROFIT (LOSS) FROM DISCONTINUED OPERATIONS                                         24,870              181,905             (202,036)
                                                                              -----------          -----------          -----------

LOSS BEFORE MINORITY INTEREST                                                     (11,662)             (85,291)            (600,470)

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

NET LOSS                                                                          (11,662)             (85,291)            (600,470)

Other comprehensive income                                                         60,860              438,966                 --
                                                                              -----------          -----------          -----------

COMPREHENSIVE PROFIT (LOSS)                                                        49,198              353,675             (600,470)
                                                                              ===========          ===========          ===========

Basic And Fully Diluted Earnings (Loss) Per Share
Loss from continuing operations                                                   (0.0007)             (0.0053)             (0.0079)
                                                                              ===========          ===========          ===========
Profit from discontinued operations                                                0.0005               0.0036               0.0040

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

Weighted Average Number Of Common Stock                                        50,155,000           50,155,000           50,155,000
                                                                              ===========          ===========          ===========


                                                                        3

<PAGE>


                                                                                                FOR THE SIX MONTHS ENDED
                                                                              ------------------------------------------------------
                                                                                                                        DECEMBER 31,
                                                                                       DECEMBER 31, 2007                    2006
                                                                              --------------------------------          ------------

                                                                                     (US$)                (Rmb)                (Rmb)
                                                                             (Illustrative
                                                               Note                  only)
CONTINUING OPERATIONS
     General and administrative expenses                                          (66,946)            (495,838)            (723,453)
                                                                              -----------          -----------          -----------

LOSS FROM CONTINUED OPERATIONS                                                    (66,946)            (495,838)            (723,453)

DISCONTINUED OPERATIONS                                          4
Net revenues:
     Telecommunication                                                              1,283                9,646            1,622,041
     Marketing fee - PIERS                                                           --                   --                325,536
                                                                              -----------          -----------          -----------

         Total revenues                                                             1,283                9,646            1,947,577
                                                                              -----------          -----------          -----------

Cost of Sales:
     Telecommunication                                                               --                   --               (951,387)
     Marketing fee - PIERS                                                           --                   --                (10,070)
                                                                              -----------          -----------          -----------

Total cost of sales                                                                  --                   --               (961,457)
                                                                              -----------          -----------          -----------

Gross margin                                                                        1,283                9,646              986,120
                                                                              -----------          -----------          -----------

Operating expenses:
    General and administrative expenses                                           (23,674)            (176,436)          (1,891,667)
    Amortization and depreciation                                                    --                   --                (42,048)
                                                                              -----------          -----------          -----------

         Total operating expenses                                                 (23,674)            (176,436)          (1,933,715)
                                                                              -----------          -----------          -----------

Operating loss                                                                    (22,391)            (166,790)            (947,595)

    Rental income                                                                    --                   --                525,000
    Other income                                                                   32,388              236,894                1,072
                                                                              -----------          -----------          -----------

PROFIT (LOSS) FROM DISCONTINUED OPERATIONS                                          9,997               70,104             (421,523)
                                                                              -----------          -----------          -----------

Loss Before Minority Interest                                                     (56,949)            (425,734)          (1,144,976)

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

NET LOSS                                                                          (56,949)            (425,734)          (1,144,976)

Other comprehensive income                                                         91,192              666,989                 --
                                                                              -----------          -----------          -----------

COMPREHENSIVE PROFIT (LOSS)                                                        34,243              241,255           (1,144,976)
                                                                              ===========          ===========          ===========

Basic And Fully Diluted Earnings (Loss) Per Share
Loss from continuing operations                                                   (0.0013)             (0.0099)             (0.0144)
                                                                              ===========          ===========          ===========
Profit (Loss) from discontinued operations                                         0.0002               0.0014              (0.0084)
                                                                              ===========          ===========          ===========

Weighted Average Number Of Common Stock                                        50,155,000           50,155,000           50,155,000
                                                                              ===========          ===========          ===========


                                            See accompanying notes to these consolidated financial statements.

                                                                          4

<PAGE>



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


                                                                                  FOR THE SIX MONTHS ENDED
                                                                ----------------------------------------------------
                                                                                                           DECEMBER
                                                                         DECEMBER 31, 2007                 31, 2006
                                                                --------------------------------         -----------
                                                                       (US$)               (Rmb)               (Rmb)
                                                              (Illustrative
                                                                      only)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                          (56,949)           (425,734)         (1,144,976)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Amortization and depreciation                                     --                  --                42,048
      Write back of provision for staff welfare                      (1,641)            (12,000)               --
      Write back of provision for taxation                          (30,136)           (220,418)               --
     Change in operating assets and liabilities:
       (Increase) Decrease in:
       Accounts receivable                                            2,701              19,757             (15,607)
       Other assets                                                  52,971             387,438              14,723
       (Decrease) Increase in:
       Accounts payable and accrued expenses                        (71,840)           (525,445)           (270,587)
       Business tax payable                                            (718)             (5,250)            (39,134)
              Exchange difference                                      (782)             (5,727)               --
                                                                 ----------          ----------          ----------

     Net cash used in operating activities                         (106,394)           (787,379)         (1,413,533)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Other loan repayment                                                 --                  --              (150,000)
  Advances from majority stockholder                                 98,495             729,605           1,593,571
                                                                 ----------          ----------          ----------

     Net cash provided by financing activities                       98,495             729,605           1,443,571
                                                                 ----------          ----------          ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                (155)             (1,133)              1,585
                                                                 ----------          ----------          ----------

NET (DECREASE) INCREASE IN CASH                                      (8,054)            (58,907)             31,623

CASH, beginning of period                                            26,056             190,579             200,238
                                                                 ----------          ----------          ----------

CASH, end of period                                                  18,002             131,672             231,861
                                                                 ==========          ==========          ==========


                                     See accompanying notes to these consolidated financial statements.

                                                                      5
</TABLE>

<PAGE>


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


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

          Nature of Operations - COL China Online International Inc. ("COL
          International" or the "Company") was incorporated as a Delaware
          corporation on February 22, 2000, for the purpose of acquiring and
          conducting the engineering services and the internet related business
          of Migration Developments Limited, a British Virgin Islands company
          ("Migration"), and raising equity capital to be utilized in the
          business of Migration. Migration holds a 90% equity interest in
          Shenzhen Knowledge & Communication Co. Ltd. which is a Sino-foreign
          equity joint venture (the "Joint Venture") in the People's Republic of
          China ("PRC"). Beginning in approximately January 2004, the Company
          focused its business on internet and telecommunication convergence
          solutions and customer-specific solutions for the retail industry
          until November 23, 2007 when its board of directors resolved to cease
          the operations of such business due to the expiration of the Joint
          Venture's business license on December 10, 2007. Such business was the
          only business that the Company operated in the last two fiscal years.
          The Company has been in an inactive or non-operating status since
          November 23, 2007 and currently remained as a shell company with its
          only activities of incurring and seeking a merger candidate.

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

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

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

          The unaudited condensed consolidated financial statements have been
          prepared by the Company, pursuant to the rules and regulations of the
          Securities and Exchange Commission (the "SEC"). Certain information
          and footnote disclosures normally included in financial statements
          prepared in accordance with generally accepted accounting principles
          have been omitted pursuant to such SEC rules and regulations;
          nevertheless, the Company believes that the disclosures are adequate
          to make the information presented not misleading. These financial
          statements have been prepared on the same basis as the annual
          financial statements. These financial statements and the notes hereto
          should be read in conjunction with the financial statements and notes
          thereto included in the Company's Annual Report on Form 10-KSB for the
          year ended June 30, 2007, which was filed on September 28, 2007 and
          subsequently amended on October 2, 2007. In the opinion of the
          directors, all adjustments, including normal recurring adjustments
          necessary to present fairly the financial position of the Company as
          of December 31, 2007 and the results of its operations and cash flows
          for the three-month and six-month period then ended, have been
          included. The results of operations for the interim period are not
          necessarily indicative of the results for the full year.

          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

                                       6

<PAGE>



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


          sheet as at December 31, 2007 and condensed consolidated statement of
          operations for the three months and six months ended December 31, 2007
          and condensed consolidated statement of cash flows for the six months
          ended December 31, 2007 have been translated into US dollars at
          approximately 7.3141 Rmb to the dollar, which was the exchange rate at
          December 31, 2007.

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

          In September 2006, the FASB issued FAS No. 157, Fair Value
          Measurements ("FAS 157"). FAS 157 defines fair value, establishes a
          framework for measuring fair value in accordance with generally
          accepted accounting principles, and expands disclosures about fair
          value measurements. FAS 157 is effective for fiscal years beginning
          after November 15, 2007. The adoption of this Statement is not
          expected to have a material effect on the Company's Consolidated
          Financial Statements. In February 2007, the Financial Accounting
          Standards Board ("FASB") issued FAS No. 159, The Fair Value Option for
          Financial Assets and Financial Liabilities ("FAS 159"), which gives
          entities the option to measure eligible financial assets, and
          financial liabilities at fair value under other instrument basis, that
          are otherwise not permitted to be accounted for at fair value under
          other accounting standards. The election to use the fair value option
          is available when an entity first recognizes a financial asset or
          financial liability. Subsequent changes in fair value must be recorded
          in earnings. This statement is effective as of the beginning of a
          company's first fiscal year after November 15, 2007. The Company is
          currently evaluating the impact of adopting this Statement.

4.        Discontinued Operations
          -----------------------

          On November 23, 2007, the board of directors has resolved to cease the
          operation of the only business of the Company upon the expiration of
          the Joint Venture's business license on December 10, 2007.

          The Company reported such cessation as discontinued operations during
          the period and the unaudited financial results of the discontinued
          operations for the corresponding period ended December 31, 2006 in the
          accompanying condensed consolidated financial statements have been
          restated, on the same basis accordingly, in accordance with SFAS 144
          "Accounting for the Impairment or Disposal of Long-Lived Assets".

5.        Comprehensive Income
          --------------------

          The Company accounts for comprehensive income in accordance with SFAS
          No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes
          standards for reporting comprehensive income and its components in
          financial statements. Comprehensive income, as defined therein, refers
          to revenues, expenses, gains and losses that are not included in net
          income but rather are recorded directly in stockholders' equity. Other
          comprehensive income for the three months and six months ended
          December 31, 2007, respectively, represented the unrealized gain on
          translation of United States dollar advances from the majority
          stockholder, Honview International Limited, from US$ to Rmb on
          consolidation.

6.        Earnings (Loss) Per Share
          -------------------------

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


                                       7
<PAGE>



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


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


                                       8

<PAGE>



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

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

Overview
--------

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

         Going concern - The ability of the Company to continue operations as a
going concern is dependent upon the continuing support from Honview
International Limited ("Honview"), a former shareholder of Migration, which is
now a majority stockholder of the Company, until such time as, when or if, the
combined entity of the Company and Migration achieve profitable operations,
additional funds are raised in future private and public offerings or the
Company is party to a business combination due to the termination of its
operations, as described below.

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

         In connection with the termination of substantially all of the
Company's operations on November 23, 2007, the Company effectively became a
"shell company". Under Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a "shell company" is defined as a company that has
(1) no or nominal operations; and (2) either: (a) no or nominal assets; (b)
assets consisting solely of cash and cash equivalents; or (c) assets consisting
of any amount of cash and cash equivalents and nominal other assets. Because the
Company is now effectively a shell company under the Exchange Act, it is
currently seeking to enter into a business combination with one or more yet to
be identified privately held businesses. The Board of Directors believes that
the Company will be attractive to privately held companies interested in
becoming publicly traded by means of a business combination with the Company,
without offering their own securities to the public. The Board of Directors does
not expect to restrict its search for business combination candidates to any
particular geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business. The
Company's discretion is, as a practical matter, unlimited in the selection of a
combination candidate.

         The Company has not entered into any agreement, arrangement or
understanding of any kind with any person regarding a business combination.
Depending upon the nature of the transaction, the current officers and directors
of the Company probably will resign their directorship and officer positions


                                       9
<PAGE>



with the Company in connection with any consummation of a business combination.
The current management is not expected to have any control over the conduct of
the Company's business following the completion of a business combination. The
Company has no plans, understandings, agreements, or commitments with any
individual or entity to act as a finder of or as a business consultant in regard
to any business opportunities for the Company. In addition, there are no plans
to use advertisements, notices or any general solicitation in the search for
combination candidates.

Results of Operations

          Three Months Ended December 31, 2007 compared to Three Months Ended
          December 31, 2006

          General and administrative expenses for continuing operations included
salaries, professional fees and other expenses. For the three months ended
December 31, 2007 and 2006, general and administrative expenses decreased to
Rmb267,196 (US$36,532) from Rmb398,434, respectively, due to the downsizing of
operations in the second quarter of 2007 and the subsequent reduction of
manpower and professional fees.

         The Company had no revenues for the three months ended December 31,
2007 compared to services commission revenues from telecommunication of
Rmb1,176,122 and marketing fee of RMB92,206 for the three months ended December
31, 2006. All revenues during fiscal 2006 were from discontinued operations. The
decrease was due to the Company's cessation of business upon expiration of the
Joint Venture's business license in December 2007.

         Other income from discontinued operations included mostly the write
back of provision for staff welfare and taxation. For the three months ended
December 31, 2007 and 2006, other income was Rmb236,870 (US$32,385) and Rmb 661,
respectively.

         Operating expenses for discontinued operations included rent,
amortization and depreciation, salaries and other expenses. For the three months
ended December 31, 2007 and 2006, general and administrative expenses decreased
to Rmb54,965 (US$7,515) from Rmb869,985, respectively, primarily due to the
Company's cessation of operations in December 2007 and the corresponding
reduction in manpower and rental payments. There was no amortization and
depreciation expense for the three months ended December 31, 2007 as all the
property, office space and equipment had been fully depreciated and impaired as
of June 30, 2007, compared to amortization and depreciation expenses for the
three months ended December 31, 2006 amounting to Rmb21,024.

         The Company has not recognized any future tax benefits resulting from
its operating losses due to the uncertainty of future realization. No share of
loss has been absorbed by the minority shareholder of the Joint Venture for the
three months ended December 31, 2007 and 2006 as its initial capital
contribution was fully absorbed.

         The foregoing revenues and expenses have resulted in net losses of
Rmb85,291 (US$11,662)and Rmb600,470 for the three months ended December 31, 2007
and 2006, respectively. The Company expects to continue to incur non-operating
expenses as a shell company.

         The Company has recorded other comprehensive income of Rmb438,966
(US$60,860) and Rmb Nil for the three months ended December 31, 2007 and 2006,
respectively, directly in the stockholder's equity. This comprehensive income is
the result of an unrealized gain on translation of United States dollar advances
from the majority stockholder, Honview International Limited, from US$ to Rmb on
consolidation. The significant increase in comprehensive income is due to the
appreciation of Rmb over the US$ during the period.

                                       10

<PAGE>



          Six Months Ended December 31, 2007 compared to Six Months Ended
          December 31, 2006

         General and administrative expenses for continuing operations included
salaries, professional fees and other expenses. For the six months ended
December 31, 2007 and 2006, general and administrative expenses decreased to
Rmb495,838 (US$66,946) from Rmb723,453, respectively, due to the downsizing of
operations in the second quarter of 2007 and the subsequent reduction of
manpower and professional fees.

         Revenues for the six months ended December 31, 2007 included services
commission revenues from telecommunication of Rmb9,646 (US$1,283) compared to
services commission revenues from telecommunication of Rmb1,622,041. At the same
time, marketing fee revenues were Rmb Nil and Rmb325,536 for the six-month
period ended December 31, 2007 and 2006, respectively. The decrease was due to
the Company's cessation of business upon expiration of the Joint Venture's
business license in December 2007.

         Other income from discontinued operations included mostly the write
back of provision for staff welfare and taxation. For the six months ended
December 31, 2007 and 2006, other income was Rmb236,894 (US$32,388) and Rmb
1,072, respectively.

         Operating expenses for discontinued operations include rent,
amortization and depreciation, salaries and other expenses. For the six months
ended December 31, 2007 and 2006, general and administrative expenses decreased
to Rmb176,436 (US$23,674) from Rmb1,891,667, respectively, due to the Company's
termination of operations in the Joint venture and corresponding reduction in
manpower, audit fees and building management fees during fiscal 2007. There was
no amortization and depreciation expense for the six months ended December 31,
2007 as all the property, office space and equipment had been fully depreciated
and impaired as of June 30, 2007, compared to amortization and depreciation
expenses for the six months ended December 31, 2006 amounting to Rmb42,048.

         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 of the Joint Venture for the
six months ended December 31, 2007 and 2006 as its initial capital contribution
was fully absorbed.

         The foregoing revenues and expenses have resulted in net losses of
Rmb425,734 (US$56,949) and Rmb1,144,976 for the six months ended December 31,
2007 and 2006, respectively. The Company expects to continue to incur
non-operating expenses as a shell company.

         The Company has recorded other comprehensive income of Rmb666,989
(US$91,192) and Rmb Nil for the six months ended December 31, 2007 and 2006,
respectively, directly into stockholder's equity. This comprehensive income is
the result of an unrealized gain on translation of United States dollar advances
from the majority stockholder, Honview International Limited, from US$ to Rmb on
consolidation. The significant increase in comprehensive income is due to the
appreciation of Rmb over the US$ during the period.

Liquidity and Capital Resources

         As of December 31, 2007 and June 30, 2007, the Company had a negative
working capital of Rmb4,616 (US$632) and Rmb301,627, respectively. As of
December 31, 2007, advances from the majority stockholder totaled Rmb80,185,108
(US$10,963,086) compared to advance from the majority stockholder of
Rmb80,129,352 as of June 30, 2007. The Company's management is confident that
the majority stockholder will continue to provide financial support to the
Company.

         Cash used in operating activities for the six months ended December 31,
2007 was Rmb787,379(US$106,394) as compared with Rmb1,413,533 for the six months
ended December 31, 2006. The cash used in operations was to fund operating


                                       11

<PAGE>



losses of Rmb425,734 (US$56,949) and Rmb1,144,976 for the six months ended
December 31, 2007 and 2006, respectively, generally offset by non-cash expenses
related to amortization and depreciation, but compensated by the write back of
provision for staff welfare and taxation.

         Cash flows from financing activities have generally come from advances
by the majority stockholder of the Company. During the six months ended December
31, 2007 and 2006, the majority stockholder has advanced Rmb729,605 (US$98,495)
and Rmb1,593,571, respectively.

Critical Accounting Policies

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

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

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Item 3   Controls and Procedures

         Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with participation of the
Company's management, including the Company's Chief Executive Officer and
Principal Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures (as defined in Rule 13a-14 (c) under the Securities
Exchange Act of 1934). Based on his evaluation, as of December 31, 2007, the
Company's Chief Executive Officer and Principal Financial Officer have concluded
that disclosure controls and procedures are, to the best of his knowledge,
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of his evaluation,
there were not significant changes in the Company's internal controls or in
other factors that could significantly affect these controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.


                                       12

<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.    Exhibits

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

2.1                Stock Exchange Agreement between and among Migration
                   Developments Limited, the Company and the shareholders of
                   Migration Developments Limited dated June 8, 2000 (1)

3.1                Certificate of Incorporation filed with the Delaware
                   Secretary of State effective as of February 22, 2000 (1)

3.2                Certificate of Amendment to the Certificate of Incorporation
                   filed with the Delaware Secretary of State effective as of
                   April 3, 2000 (1)

3.3                Amended and Restated Bylaws (2)

3.4                Sino-Foreign Joint Venture Contract (1) (3)

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

4.1                Specimen Common Stock Certificate (1)

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

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

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

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

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

(3)      Translated into English from Chinese


                                       13
<PAGE>



                                    SIGNATURE

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

                                             COL CHINA ONLINE INTERNATIONAL INC.

Date:     February 15, 2008                  By:  /s/ Chi Keung Wong
                                                  -----------------------------
                                                  Chi Keung Wong
                                                  Chief Executive Officer
                                                  and Chief Financial Officer
                                                  (Principal Accounting Officer)


                                       14
<PAGE>



                                  EXHIBIT INDEX

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

2.1                Stock Exchange Agreement between and among Migration
                   Developments Limited, the Company and the shareholders of
                   Migration Developments Limited dated June 8, 2000 (1)

3.1                Certificate Of Incorporation filed with the Delaware
                   Secretary Of State effective as of February 22,2000 (1)

3.2                Certificate of Amendment to the Certificate of Incorporation
                   filed with the Delaware Secretary of State effective as of
                   April 3, 2000 (1)

3.3                Amended and Restated Bylaws (2)

3.4                Sino-Foreign Joint Venture Contract (1) (3)

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

4.1                Specimen Common Stock Certificate (1)

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

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

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

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

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

(3)      Translated into English from Chinese


                                       15