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

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                                 AMENDMENT NO. 1
                                 FORM 10 - KSB/A

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(MARK ONE)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 For the Fiscal Year Ended June 30, 2007.

OR

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

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

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

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

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado 80014
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           (Address of principal executive offices including zip code)

                                 (303) 695-8530
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          (Small Business Issuer telephone number, including area code)

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                     (None)

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                          $.001 par value common stock

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

<PAGE>

Check here if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
[X]

Issuer's revenues for its most recent fiscal year:  $249,409.

As of December 31, 2006, the aggregate market value of the voting stock held by
non-affiliates of the issuer was approximately $197,750. Because there is no
public trading market for the issuer's common stock, this calculation is based
upon the sale price of $.05 per share of common stock sold in the Registrant's
initial public offering pursuant to a Registration Statement on Form SB-2/A
declared effective by the U.S. Securities and Exchange Commission on February 8,
2001 (Registration No. 333-32908). Without asserting that any director or
executive officer of the issuer, or the beneficial owner of more than five
percent of the issuer's common stock, is an affiliate, the shares of which they
are the beneficial owners have been deemed to be owned by affiliates solely for
this calculation.

The number of shares of the registrant's common stock, par value $.001 per
share, outstanding as of September 21, 2007 was 50,155,000.


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This Amendment No. 1 to Report on Form 10-KSB/A (the "Amendment") is being filed
to amend the Report on Form 10-K/SB of COL China Online International Inc. (the
"Company") filed with the Securities Exchange Commission on September 28, 2007
(the "Original Report on Form 10-KSB"). The sole purpose of this Amendment is to
include the last paragraph of the audit report of Mazars CPA Limited, the
Company's independent auditors, which was inadvertently left out of the Original
Report on Form 10-KSB. The Amendment does not amend any other disclosure in the
Original Report on Form 10-KSB.



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                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Amendment No. 1 to Report on Form 10-KSB/A to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            COL CHINA ONLINE INTERNATIONAL INC.


Date:  October 2, 2007                      By: /s/ Chi Keung Wong
                                               ---------------------------------
                                                    Chi Keung Wong,
                                                    Chief Executive Officer and
                                                    Chief Financial Officer















                                     Page 4
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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


To the Stockholders and Directors
COL China Online International Inc.


We have audited the accompanying consolidated balance sheet of COL China Online
International Inc. (a Delaware corporation) and its subsidiaries as of June 30,
2007, and the related consolidated statements of operations, changes in
stockholders' deficiency and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. The consolidated financial statements
of COL China Online International Inc. as of and for the year ended June 30,
2006 were audited by other auditors whose report dated October 13, 2006,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of COL China Online
International Inc. and subsidiaries as of June 30, 2007, and the results of
their operations and their cash flows for the year then ended, in conformity
with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company's Board of Directors decided to
consider discontinuing current operations at the expiration of the current Joint
Venture's business license in December 2007 and has begun to significantly
curtail operations. The Company's ability to continue as a going concern is
dependent upon several factors, including, but not limited to, continued
financial support by the major stockholder, raising additional capital or
financing, potentially completing a merger or acquisition of a business and
ultimately achieving profitable operations with positive cash flow. There are
significant uncertainties as to the Company's ability to accomplish these
objectivities, which raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 3. The consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.


/s/ Mazars CPA Limited

Certified Public Accountants
Hong Kong

26 September 2007