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


                                   FORM 10 - K


(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, 2008.

                                       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.
              ----------------------------------------------------
             (Exact name of registrant 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
               --------------------------------------------------
              (Registrant's 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

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.   [ ] Yes    [X] No

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.    [ ] Yes    [X] No


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange  Act during the  preceding 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.    [X] Yes    [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not 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-K
or any amendment to this Form 10-K.

<PAGE>


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [ ]                       Accelerated filer  [ ]

Non-accelerated filer  [ ]                         Smaller reporting company [X]
  (Do not check if a smaller reporting company)

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

As of December 31, 2007, 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, 2008 was 50,155,000.


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

<PAGE>


China Online International Inc.
10-K for the Year Ended June 30, 2008

Table of Contents

PART I.........................................................................2

Item 1.      Business..........................................................2

Item 1A.     Risk Factors......................................................4

Item 2.      Properties........................................................7

Item 3.      Legal Proceedings.................................................7

Item 4.      Submission of Matters to a Vote of Security Holders...............7

PART II........................................................................7

Item 5.      Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities.................7

Item 6.      Selected Financial Data...........................................8

Item 7.      Management's Discussion and Analysis of Financial Condition
             or Plan of Operations.............................................8

Item 8.      Financial Statements.............................................11

Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure................11

Item 9A(T).  Controls and Procedures..........................................11

Item 9B.     Other Information................................................12

PART III......................................................................12

Item  10.    Directors, Executive Officers and Corporate Governance...........12

Item 11.     Executive Compensation...........................................14

Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters..................................15

Item 13.     Certain Relationships and Related Transactions...................17

Item 14.     Principal Accountant Fees and Services...........................18

PART IV.......................................................................19

Item 15.     Exhibits and Financial Statement Schedules.......................19

                                     - i -

<PAGE>


PART I

Item 1.       Business

Overview of COL International

COL  China  Online  International  Inc.,  which is  referred  to  herein as "COL
International", the "Company", "our Company", "we", "us" or "our", was formed on
February 18, 2000 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.  Beginning in approximately January 2004,
the Company focused its business on internet and  telecommunication  convergence
solutions and customer-specific solutions for the retail industry.

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
"shell  company",  as discussed  below, and as a going concern is dependent upon
continued  support  from  Honview  International  Limited  (Honview),  a  former
shareholder of Migration, which is now a major stockholder of COL International.

Acquisition - In September 2001, the Company acquired all the outstanding shares
of  common  stock of  Migration  in  exchange  for 40.2  million  shares  of the
Company's  common  stock.  As a result of the  acquisition,  Migration  became a
wholly-owned subsidiary of COL International.  However, for accounting purposes,
this  transaction was treated as a reverse  acquisition,  whereby  Migration was
considered an acquirer.

Migration  was  formed  on May  18,  1998  and has  two  subsidiaries,  Shenzhen
Knowledge & Communications Co., Ltd. (formerly Shenzhen Rayes Electronic Systems
Co., Ltd.),  referred to as the Joint Venture,  and Shanghai Shangyi Science and
Trade Information  Consulting Co., Ltd., referred to as 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,  or the
PRC. Most of the  operations of Migration are through the Joint  Venture,  which
did not commence substantive operations until the spring of 1999.

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

Termination  of Operations - Because the Company's  past business  model was not
successful,  the Company  developed a new business model in late 2003. From late
2003 through mid-2007, the Company focused on the business of providing internet
and  telecommunication  convergence  solutions to its  customers.  However,  the
majority of the Company's  business  activities  were  suspended  effective July
2007,  and  all of  the  Joint  Venture's  and  the  Company's  operations  were
discontinued upon expiration of the Joint Venture's business license on December
10,  2007.  The  Company  has  used the  amounts  collected  from  its  accounts
receivable  and deposits  paid to pay any  outstanding  liabilities  or accounts
payable, and does not expect that there will be any assets left to distribute to
the parties of the Joint  Venture of  shareholders  of the Company.  For further
information regarding the Company's Plan of Operations following the termination
of its business,  see Part II, Item 7  "Management's  Discussion and Analysis or
Plan of Operation" below.

                                     Page 2

<PAGE>
<TABLE>
<CAPTION>


Shell  Company  Plan of  Operations.  In  connection  with  the  termination  of
substantially all of the Company's operations,  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,  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.

Following the suspension of business effective July 2007, the board of directors
resolved on November 23, 2007 to cease the  operations  of the only  business of
the Company  upon the  expiration  of the Joint  Venture's  business  license on
December 10, 2007.  Accordingly,  the Company reentered development stage. It is
expected  that  the  Company  will  remain  in  such  status  until  a  business
combination is taken place.

Exchange Rate

In this report,  references to "U.S. dollars," "US$" or "$" are to U.S. currency
and references to "Renminbi," "RMB" or "Rmb" are to China's currency. Solely for
the  convenience of the reader,  this report  contains  translations  of certain
Renminbi amounts into U.S. dollars at specified rates. These translations should
not be construed as representations that the Renminbi amounts actually represent
such U.S.  dollar  amounts or could be converted  into U.S.  dollars at the rate
indicated.  The  Rmb is not a  freely  convertible  security.  Unless  otherwise
stated,  conversion of amounts from Renminbi into United States  dollars for the
convenience  of the  reader  has been  made at the  exchange  rate of  US$1.00 =
Rmb6.8718,  which was  close to the  exchange  rate on June 30,  2008 and is not
expected to have a material effect on the Company's financial statements.

The following  table sets forth certain  information  concerning  exchange rates
between Renminbi and U.S. dollars for the periods indicated:

                            Noon Buying Rate (1)
                            --------------------------------------------------------------------------
Calendar Year               Period End           Average (2)           High              Low
-------------------         -------------        -------------         -------------     -------------
                            (Rmb per US$)
                            --------------------------------------------------------------------------
<C>                         <C>                  <C>                   <C>               <C>
2002                        8.2771               8.2769                8.2774            8.2765
2003                        8.2776               8.2774                8.2800            8.2767
2004                        8.2866               8.2871                8.2870            8.2468
2005                        8.2865               8.2869                8.2868            8.2365
2006                        8.0353               8.0807                8.2666            7.9665
2007                        7.6248               7.8285                7.9950            7.6035
2008 (through June)         6.8718               7.2793                7.6035            6.8421

......................

(1)  The noon  buying  rate in New York for cable  transfers  payable in foreign
     currencies as certified for customs purposes by the Federal Reserve Bank of
     New York.

(2)  Determined  by averaging  the rates on the last  business day of each month
     during the relevant period.

                                     Page 3
</TABLE>

<PAGE>



Research and Development

In the years  ended June 30, 2008 and June 30,  2007,  the Company did not incur
any research and development costs.

Employees

As of June  30,  2008,  neither  the  Company  nor  the  Joint  Venture  had any
employees, as all positions were terminated in connection with the winding up of
the business of the Company and Joint Venture.

Liquidation

Under the Chinese  joint  venture  laws,  the Joint Venture may be liquidated in
certain limited circumstances,  including expiration of the ten-year term or any
term of extension,  the inability to continue  operations  due to severe losses,
force  majeure,  or the  failure of a party to honor its  obligations  under the
joint venture  agreement or the Articles of  Association  in such a manner as to
impair the  operations  of the joint  venture.  The Chinese  joint  venture laws
provide that,  upon  liquidation,  the net asset value (based on the  prevailing
market  value of the  assets) of a joint  venture  shall be  distributed  to the
parties  in  proportion  to their  respective  registered  capital  in the joint
venture.  Currently,  the  Company  does  not  expect  that  there  will  be any
distribution  to the  parties  of the  Joint  Venture  in  connection  with  the
termination of the Joint Venture's license and business.

Disclosure Regarding Forward-Looking Statements and Cautionary Statements

This  Annual  Report on Form 10-K  includes  "forward-looking  statements."  All
statements  other than  statements  of  historical  fact included in this Annual
Report,  including  without  limitation  under  Item 1:  "Business"  and Item 7:
"Management's  Discussion  and  Analysis  of  Financial  Condition  or  Plan  of
Operations,"  regarding our financial  position,  business  strategy,  plans and
objectives of our management for future operations and capital expenditures, and
other matters,  other than historical  facts,  are  forward-looking  statements.
Although we believe  that the  expectations  reflected  in such  forward-looking
statements and the  assumptions  upon which the  forward-looking  statements are
based are reasonable, we can give no assurance that such expectations will prove
to have been correct.

Additional  statements  concerning  important  factors  that could cause  actual
results  to  differ  materially  from  our  expectations  are  disclosed  in the
following  "Cautionary  Statements" section and elsewhere in this Annual Report.
All written and oral  forward-looking  statements  attributable to us or persons
acting on our behalf  subsequent to the date of this Annual Report are expressly
qualified in their entirety by the following risk factors.

Item 1A.      Risk Factors

Risk Factors that May Affect Future Operating Results

You  should  carefully  consider  the risks  described  below  before  making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones facing our Company.  Additional risks and  uncertainties not presently
known to us or what we  currently  deem  immaterial  may also impair our current
strategic  plans and any future  business  operations.  If any of the  following
risks  actually  occur,  our  business,   financial  condition,  or  results  of
operations could be materially adversely affected.  You should also refer to the
other information about us contained in this Form 10-K,  including our financial
statements and related notes.


     We have no operating history nor any revenues or earnings from operations.

                                     Page 4

<PAGE>


We have no operating  history nor any revenues or earnings from  operations.  We
have no assets or other financial resources.  We have operated at a loss to date
and will, in all  likelihood,  continue to sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination.

     Our  management  does  not  devote  its  full  time  to  our  business  and
     operations.

In connection with the Board of Directors'  decision to discontinue our business
operations as of December 2007, our management  will only devote minimal time to
the new business plan. Management does not have any written employment agreement
with us, and is not expected to enter into one. Our  management  will serve only
on a part-time  basis.  We lack the funds or other  incentives to hire full-time
experienced management. Management has other employment or business interests to
which we expect they will devote their primary attention to after we discontinue
operations, devoting time to the Company only on an as-needed basis.

     Our proposed operations are purely speculative.

The success of our proposed plan of operations  will depend to a great extent on
the  operations,  financial  condition and management of the  identified  target
company.  While business combinations with entities having established operating
histories are preferred, there can be no assurance that we will be successful in
locating   candidates  meeting  these  criteria.   If  we  complete  a  business
combination,  the success of our operations will be dependent upon management of
the target company and numerous other factors beyond our control. No combination
candidate  has been  identified  for  acquisition  by the Board of  Directors or
management,  nor has any  determination  been  made as to any  business  for the
Company to enter,  and  stockholders  will have no meaningful  voice in any such
determinations. There is no assurance that we will be successful in completing a
combination  or  originating a business,  nor that we will be successful or that
our shares will have any value even if a combination  is completed or a business
originated.

     Our continued existence is highly dependent on our majority stockholder.

Our  continued  existence  is  largely  dependent  upon the  support  of Honview
International  Limited, our majority  stockholder.  As of June 30, 2008, Honview
owns  approximately  45.6 percent of our outstanding  shares of common stock. In
addition,  Honview has continued to financially  support the Company's business.
Pursuant to a Loan  Agreement,  Honview agreed to lend Migration its cash needs,
from  time to  time,  at any  time  until  January  1,  2004 up to an  aggregate
principal  amount  of  US$8  million.  As  a  result  of  Migration  becoming  a
wholly-owned  subsidiary of COL  International,  any amounts loaned from Honview
prior to February 8, 2001,  the  effective  date of the  registration  statement
related to COL  International's  initial public offering,  may be paid by us, at
the option of Honview,  by converting,  at any time after October 10, 2001, part
or  all  the  unpaid   principal   amount  of  the  loan  into   shares  of  COL
International's common stock, at a price equal to the greater of $1.20 per share
or 90 percent of the average  weighted trading price of the common stock for the
20 trading  days  preceding  the date of notice of exercise of  conversion.  Any
amounts  loaned  from  Honview  after the  effective  date of that  registration
statement  may be paid,  at the option of Honview,  by  converting,  at any time
after October 10, 2001, part or all the unpaid principal amount of the loan into
shares of COL  International's  common stock, at a price equal to the greater of
$1.20 per share or 110 percent of weighted average trading price of common stock
for the 20 trading days preceding the date of the loan.  Since 2001,  there were
additional  advances  from  Honview to COL. As of June 30, 2008,  advances  from
Honview without any conversion rights totaled Rmb79,590,829 (US$11,582,239).

With the Board of Directors'  decision to cease  operations of the Joint Venture
upon  expiration  of the  business  license  on  December  10,  2007,  there  is
substantial  risk that  stockholders  other than  Honview  may be  significantly
diluted or will be harmed due to the significant  liabilities  currently owed to
Honview.  These  liabilities may also deter  prospective  target  companies from
seeking a business combination with us.

                                     Page 5

<PAGE>


     Management has controlling  ownership of the Company that creates conflicts
     of interest.

Kam Che Chan, our Chairman of the Board,  and Paul Wong and Qi Yu Zhang,  two of
our directors,  are considered  beneficial owners of 45.6 percent,  45.6 percent
and 34.7  percent,  respectively,  of our  outstanding  shares of common  stock.
Controlling ownership of our business by our directors could create conflicts of
interest. Although management's duties are directed to the best interests of the
Company, we cannot guarantee that conflicts of interests will not arise.

     We  may  have   significant   difficulty  in  locating  a  viable  business
     combination candidate.

We are and will continue to be an  insignificant  participant in the business of
seeking mergers with and  acquisitions of business  entities.  A large number of
established and  well-financed  entities,  including  venture capital firms, are
active  in  mergers  and  acquisitions  of  companies  that  may  be  merger  or
acquisition  target  candidates  for us.  Nearly all of these  competitors  have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than  we  do  and,  consequently,  we  will  be  at a  competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing a business combination.  Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition candidates.

     It is possible  that the per share value of your stock will  decrease  upon
     the consummation of a business combination.

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
a business  combination,  the current stockholders of the Company may experience
severe  dilution  of  their  ownership  due to the  issuance  of  shares  in the
combination.  Any  combination  effected by the Company  almost  certainly  will
require its existing  management and board members to resign,  thus stockholders
have no way of knowing what persons  ultimately  will direct the Company and may
not have an effective voice in their selection.

     Any business combination that we engage in may have tax effects on us.

Federal and state tax consequences, and possible international tax consequences,
will, in all likelihood,  be major  considerations  in any business  combination
that we may undertake. Currently, a business combination may be structured so as
to result in tax-free  treatment to both companies  pursuant to various  federal
and state tax provisions.  We intend to structure any business combination so as
to minimize  the federal  and state tax  consequences  to both us and the target
company;  however,  there can be no assurance that a business  combination  will
meet the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free  treatment upon a transfer of stock or assets.
A non-qualifying  reorganization  could result in the imposition of both federal
and  state  taxes  that  may  have an  adverse  effect  on both  parties  to the
transaction.

     We have discretionary use of proceeds.

Because we are not currently engaged in any substantive business activities,  as
well as  management's  broad  discretion with respect to selecting a business or
industry for  commencement of operations or completing an acquisition of assets,
property  or  business,  we are  deemed  to be a blank  check or shell  company.
Although  management  intends to apply any  proceeds we may receive  through the
issuance of stock or debt to a suitable business enterprise,  such proceeds will
not otherwise be designated  for any more  specific  purpose.  We can provide no
assurance  that any use or  allocation of such proceeds will allow us to achieve
our business objectives.

                                     Page 6

<PAGE>


     We are subject to the penny stock rules.

Our  securities  may be classified as penny stock.  The  Securities and Exchange
Commission (the "SEC") has adopted Rule 15g-9,  which establishes the definition
of a "penny stock," for purposes relevant to us, as any equity security that has
a market  price of less than $5.00 per share or with an  exercise  price of less
than $5.00 per share whose securities are admitted to quotation but do not trade
on a national securities exchange.  For any transaction involving a penny stock,
unless exempt, the rules require delivery of a document to investors stating the
risks,  special suitability  inquiry,  regular reporting and other requirements.
Prices for penny stocks are often not  available  and investors are often unable
to sell this stock.  Thus, an investor may lose his  investment in a penny stock
and consequently should be cautious of any purchase of penny stocks.

     Our shares  are  subject to 144  resale  restrictions  applicable  to shell
     companies.

Any  securities  issued by us while we are a shell  company  will be  subject to
resale  limitations  imposed  on  shell  companies  that  limit  the  resale  of
securities  issued by shell  company  until 12 months  after the  cessation of a
shell  company  status  and the  filing  of the Form 10  information  about  the
acquired company as required by Item 5.01(a)(8) of Form 8-K of the SEC.

     Our shares may have limited liquidity.

The current and possible  future lack of a public  market may prevent  investors
from selling their shares when they wish to do so, and investors may not be able
to use our shares as collateral for a loan or other matter.  Further, any public
trading that may develop in the future may have very limited liquidity.  Even if
a trading market for our shares develops, stock prices may be volatile.

Item 2.       Properties.

The Company maintains an office in the United States at 3176 South Peoria Court,
Suite  100,  Aurora,   Colorado  80014  through  the  Company's  North  American
representative.  The  cost is  included  in the  $1,000  per  month  paid to the
representative and this arrangement may be cancelled at any time.

The Joint Venture also had a two-and-a-half-year lease that expired on April 24,
2008 on an approximately 7,000 square foot office in Shanghai.  During the year,
the Company  shared the office with other parties and only paid for its share of
the  office.  The  total  rent  paid by the  Company  for the  current  year was
Rmb55,300 (US$8,047).  Management did not renew the lease upon its expiration in
April 2008.

Item 3.       Legal Proceedings.

We know of no litigation pending,  threatened,  or contemplated,  or unsatisfied
judgments against the Company,  or any proceedings of which the Joint Venture is
a party. We know of no legal actions pending or threatened, or judgments entered
against any of our officers or directors in their capacities as such.

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

None.

PART II

Item 5.       Market for Registrant's Common Equity, Related Stockholder
              Matters and Issuer Purchases of Equity Securities.

There  is no  established  public  trading  market  for  any  of  the  Company's
securities, and management does not expect that, and there is no assurance that,
a  trading  market  will  develop.   As  of  June  30,  2008,  the  Company  had
approximately 331 shareholders of record.

                                     page 7

<PAGE>


Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6.       Selected Financial Data.

Not Applicable.

Item 7.       Management's Discussion and Analysis of Financial Condition or
              Plan of Operations.

The  following  is  the  Company's  plan  of  operations  and a  discussion  and
comparison of the  financial  condition and results of operations of the Company
as of June 30, 2008 and the periods then ended. These discussions should be read
in  conjunction  with our  financial  statements,  the  notes  to the  financial
statements, and the other financial data included elsewhere in this report.

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 above
in this Annual Report on Form 10-K for the year ended June 30, 2008.

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  held  a 90%  equity  interest  in  Shenzhen
Knowledge & Communication Co. Ltd. which was 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 "shell
company" and 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  and/or  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 its  2007  fiscal  year.  Substantially  all  of the  Company's  business
activities  were suspended  effectively  during the second half of calendar year
2007.  On  November  23,  2007,  the Board of  Directors  resolved  to cease the
Company's  primary  operations  due to the  expiration  of the  Joint  Venture's
business  license  on  December  10,  2007.  The  Company  has used the  amounts
collected  from its accounts  receivables  and 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.

                                     Page 8

<PAGE>


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 the Exchange Act. As a result,  the Company 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 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.

Accounting  Treatment  After  Termination of Operations - In connection with the
expiration of the Joint  Venture  license on December 10, 2007 and in accordance
with the applicable accounting guidance,  all assets and liabilities  associated
with the Joint Venture are  separately  disclosed in note 9 to the  consolidated
financial  statements.  Discontinued  operations  are  reported  as  a  separate
component within the Consolidated  Statement of Operations  outside of loss from
continuing operations.  As a result, net revenues or cost of sales, all of which
related  to  the  Joint  Venture,   are  no  longer  report  separately  in  the
Consolidated Statements of Operations.

In addition,  the Company reentered the development stage upon the expiration of
the Joint  Venture'  business  license.  The  results  of  operations  that have
accumulated  since the Company  reentered the development stage are presented in
the  Consolidated  Statement  of  Operations.  The  accumulated  deficit  before
reentering  development  stage and the accumulated  deficit since reentering the
development  stage  (inception)  have been  separately  presented in the Balance
Sheet,  Consolidated  Statement  of Changes  in  Stockholders'  Deficit  and the
Consolidated  Statement  of Cash Flows for the period  from  December  10,  2007
(inception) to June 30, 2008.


Results of Operations

General and administrative expenses for continuing operations included salaries,
professional fees and other expenses. For the year ended June 30, 2008 and 2007,
general and  administrative  expenses decreased to  Rmb936,071(US$136,219)  from
Rmb1,409,349  (US$184,838),  respectively,  due to the  downsizing of operations
since the second quarter of 2007.

Revenues for the year ended June 30, 2008 included services  commission revenues
from  telecommunication  of Rmb9,646  (US$1,404) compared to services commission
revenues from telecommunication of Rmb1,135,609  (US$148,936) for the year ended
June 30,  2007.  At the  same  time,  marketing  fee  revenues  were Rmb Nil and
Rmb766,072 (US$100,471) for the year ended June 30, 2008 and 2007, respectively.
The decrease was due to the Company's  cessation of business upon  expiration of
the Joint Venture's business license in December 2007.

                                     Page 9

<PAGE>


Rental income from discontinued operations relates to sublease income charged to
related  parties for the use of a portion of the Company's  office  premise.  No
rental income was charged after the suspension of the Company's business in July
2007 as the related  party no longer paid rent to the  Company,  but rather paid
its rent directly to the property  owner.  As a result,  for the year ended June
30, 2008,  there was no rental income while it was Rmb797,477  (US$104,590)  for
the year ended June 30, 2007.

Waiver of loans from  discontinued  operations  for the year ended June 30, 2008
and 2007 were Rmb Nil and Rmb51,236 (US$6,720),  respectively.  The amounts were
due to Shanghai Paisi Computer  Technology Ltd and Shanghai  Shangyi Science and
Trade Information  Consulting Co. Ltd.  (Shangyi),  the fellow subsidiary of the
Company.

Other  income from  discontinued  operations  included  mostly the write back of
provision for staff welfare and business tax and interest  income.  For the year
ended June 30,  2008 and 2007,  other  income  was  Rmb258,945(US$  37,682)  and
Rmb42,307 (US$5,549), respectively.

Operating expenses for discontinued  operations included rent,  amortization and
depreciation,  provision  for  impairment  loss on  property,  office  space and
equipment,  salaries  and other  expenses.  For the year  ended  June 30,  2008,
general and  administrative  expenses  decreased to  Rmb258,025(US$37,548)  from
Rmb3,322,813 (US$435,790) for the year ended June 30, 2007. This decrease is 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 2008. There was no amortization and depreciation  expenses for the
year ended June 30, 2008 compared to amortization and depreciation  expenses for
the year ended June 30,  2007  amounting  to  Rmb83,855  (US$10,998)  as all the
property,  office space and equipment had been fully depreciated and impaired as
of June 30, 2007.  Provision for impairment  loss on property,  office space and
equipment  for the year  ended  June 30,  2007 was fully  made and  amounted  to
Rmb150,194  (US$19,698).  The impairment loss is related to the deterioration of
the Company's equipment.

The  foregoing  revenues and expenses  have resulted in net losses of Rmb955,505
(US$139,047) and Rmb2,151,466  (US$282,167) for the year ended June 30, 2008 and
2007,  respectively.  The Company  expects to  continue  to incur  non-operating
expenses as a shell company.

The Company has recorded other comprehensive income of Rmb1,641,379 (US$238,857)
and  Rmb771,186  (US$101,142)  for the  year  ended  June  30,  2008  and  2007,
respectively, directly into the Stockholders' Deficit. This comprehensive income
is the result of an  unrealized  gain on  translation  of United  States  dollar
advances from the majority stockholder,  Honview International Limited, from US$
to Rmb on consolidation. The significant increase in comprehensive income is due
to the appreciation of Rmb over the US$ during the year.


Liquidity and Capital Resources

As of June 30,  2008 and June 30,  2007,  the  Company  had a  negative  working
capital of Rmb154,276 (US$22,451) and Rmb301,627 (US$39,559),  respectively.  As
of June 30, 2008, advances from the majority  stockholder totaled  Rmb79,590,829
(US$11,582,239)   compared  to  advances  from  the  majority   stockholder   of
Rmb80,129,352  (US$10,509,043) as of June 30, 2007. The majority stockholder has
confirmed that it intends to provide continued financial support to the Company.

Cash  used in  operating  activities  for the  year  ended  June  30,  2008  was
Rmb1,176,887  (US$171,264) as compared with  Rmb2,083,044  (US$273,193)  for the
year ended June 30,  2007.  The cash used in  operations  was to fund  operating
losses of Rmb955,505  (US$139,047)  and  Rmb2,151,466  (US$282,167) for the year
ended  June 30,  2008 and 2007,  respectively,  generally  offset by  receipt of
accounts receivable,  refund of deposits and settlement of accrued expenses, but
further  compensated  by the  write  back of  provision  for staff  welfare  and
taxation.

                                    Page 10

<PAGE>


Cash flows from  financing  activities  have generally come from advances by the
majority  stockholder  of the  Company.  During the year ended June 30, 2008 and
2007,  the majority  stockholder  has  advanced  Rmb1,054,528  (US$153,457)  and
Rmb2,178,772  (US$285,748),   respectively.  The  significant  decrease  in  the
advances was due to the Company  incurring fewer expenses,  which primarily were
paid  through  advances by the majority  stockholder,  after  suspension  of the
Company's business in July 2007.


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 year. Actual results could differ from those estimates.

The  critical  accounting  policies and use of  estimates  are  discussed in the
annual consolidated financial statements and notes included in the latest Annual
Report on Form 10-K, as filed with the SEC, which includes audited  consolidated
financial  statements  for the two  fiscal  years  ended  June 30,  2008.  These
financial  statements and the notes thereto  should be read in conjunction  with
the latest Annual Report on Form 10-K.


Off-Balance Sheet Arrangements

The Company does not have any off-balance  sheet  arrangements  that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

Item 8.       Financial Statements

The financial  statements  and schedules that  constitute  Item 8 of this Annual
Report on Form 10-K are included in Item 15 below.

Item 9.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure

See Part IV below, incorporated herein by reference.

Item 9A(T).   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  Mr.  Wong,  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 his evaluation, as of June 30, 2008, our Chief Executive Officer
and Principal  Financial  Officer has  concluded  that  disclosure  controls and
procedures  are,  to the  best  of  his  knowledge,  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms. Subsequent to the date of his evaluation,  there were not significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly  affect these  controls,  including  any  corrective  actions with
regard to significant deficiencies and material weaknesses.

                                    Page 11

<PAGE>


Management's Annual Report on Internal Control Over Financial Reporting

The  Company's  management  is  responsible  for  establishing  and  maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). The Company's internal control over financial reporting
is a process designed to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes of accounting principles generally accepted in the United States.

Because of its inherent  limitations,  internal control over financial reporting
may  not  prevent  or  detect  misstatements.   Therefore,  even  those  systems
determined  to be effective can provide only  reasonable  assurance of achieving
their control objectives.

The Company's management,  with the participation of the Chief Executive Officer
and Principal  Financial  Officer,  evaluated the effectiveness of the Company's
internal  control over  financial  reporting as of June 30, 2008.  Based on this
evaluation,  our  management,  with the  participation  of the  Chief  Executive
Officer and Principal  Financial  Officer,  concluded that, as of June 30, 2008,
our internal control over financial reporting was effective.

This  Annual  Report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this Annual Report.

Item 9B.      Other Information

None.

PART III

Item  10.     Directors, Executive Officers and Corporate Governance

Directors and Officers

Our  directors  and  executive  officers  are  listed  below,   including  their
respective  names,  ages and positions  with COL  International.  Each director,
unless such director  resigns or is removed,  shall serve on the Company's Board
of  Directors  until the next  annual  meeting  or until his  successor  is duly
elected and qualified.  Each officer,  unless officer  resigns or is terminated,
shall serve in his respective position until his successor is duly appointed and
qualified.

NAME                         Age       Position with COL International
------------------           ---       ---------------------------------------
Kam Che Chan                 59        Chairman of the Board

Chi Keung Wong               70        Chief Executive Officer, Chief Financial
                                       Officer and Chief Operating Officer

Anthony Ng                   59        Director and Secretary

Paul Wong                    58        Director

Qi Yu Zhang                  50        Director


Kam Che Chan has served as a director  and  Chairman of the  Company's  Board of
Directors  since our  formation in 2000.  He has been the General  Manager and a
director of Hogan Industries  Limited since 1989, which has operations in China,
Vietnam,  the  U.S.  and  Mexico  and  nearly  5,000  staff  members.  In  these
capacities,  Mr. Chan has been working in project  management  and marketing for

                                    Page 12

<PAGE>


Hogan Industries.  After majoring in accounting at what is now Hong Kong Baptist
University in Hong Kong,  he spent 18 years  working in several major  certified
public   accounting  firms  in  Hong  Kong  before  moving  into  marketing  and
management.

Chi Keung Wong has been a director of the Joint Venture since 1999 and the Chief
Financial  Officer of the Joint  Venture  since  1999.  Mr. Wong also has been a
director and Chief Financial  Officer of Migration since July 1998. Mr. Wong was
appointed  as Chief  Executive  Officer,  Chief  Financial  Officer,  and  Chief
Operating  Officer of the Company  effective  September 1, 2004. Mr. Wong has 40
years of experience as a financial  controller  and an auditor both in Australia
and Hong Kong.  He started his career in the audit  department of Lowe Bingham &
Mathews (now  PricewaterhouseCoopers LLP) in 1960 after having graduated in Hong
Kong in  accounting.  He was the  Financial  Controller  for the YMCA of Darwin,
Australia  from 1984  through  July 1998.  Chi Keung Wong is the brother of Paul
Wong, one of the directors of the Company.

Anthony Ng became the  Secretary,  and also was  elected as a  director,  of the
Company  effective  March 31, 2002. From March 31, 2002 to September 1, 2004, he
served as the Chief Executive Officer of COL  International.  From 1996 to 1999,
Mr. Ng was the Chief Executive  Officer of Pan Pacific Strategy  Corporation,  a
listed company in Canada, which is an investment company with investments mainly
in the Asian region and the People's  Republic of China.  From 1999 to 2001, Mr.
Ng was the Chief Executive Officer of Zuespac Capital Partners Limited, which is
a financial consulting company.

Paul Wong has been a director of the Company  since our formation in 2000. He is
the founder and has served as the  Chairman of the board of  directors  of Hogan
Industries Limited since 1982. Mr. Wong's factories are suppliers of molded baby
bottles to leading  U.S. and European  brand names,  as well as precision  scale
models to major airlines  worldwide.  His  responsibilities  include new product
concepts regarding  investments in high tech companies in Asia. Paul Wong is the
brother  of Chi  Keung  Wong,  the  Company's  Chief  Executive  Officer,  Chief
Financial Officer, and Chief Operating Officer.

Qi Yu Zhang has been a director of the Company  since our  formation in 2000. He
became Chief  Executive  Officer of the Rayes Group in April 1997. Mr. Zhang was
one of the  founders and has served as a director of the Rayes Group since 1995.
In these capacities, he has been responsible for the ISP and ICP development and
operations  of the Rayes Group in more than ten Chinese  cities.  Mr. Zhang also
became the Chief Executive Officer and a director of Migration in July 1998. Mr.
Zhang is a member of the Computer Engineering  Application  Association in China
and has obtained advanced degrees after studying Computer  Telecommunications at
Xian Electronic Technology University.

Involvement in Certain Legal Proceedings

None of the Company's  directors,  director  nominees or executive  officers has
been  involved  in any  transactions  with the  Company or any of the  Company's
directors,  executive officers, affiliates or associates that are required to be
disclosed  pursuant  to the rules and  regulations  of the SEC other than as set
forth in "Item 13. Certain  Relationships and Related  Transactions" below. None
of the directors,  director designees or executive officers to our knowledge has
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors,  or has been a party to any judicial or administrative  proceeding
during the past five years that  resulted in a  judgment,  decree or final order
enjoining  the person  from  future  violations  of, or  prohibiting  activities
subject to, federal or state  securities  laws, or a finding of any violation of
federal or state securities laws, except for matters that were dismissed without
sanction or settlement.

                                    Page 13

<PAGE>
<TABLE>
<CAPTION>


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Company's  directors,  executive
officers and holders of more than 10% of the Company's common stock to file with
the Securities and Exchange  Commission initial reports of ownership and reports
of changes in  ownership  of common  stock and other  equity  securities  of the
Company.  The Company  believes  that during the year ended June 30,  2008,  its
officers,  directors and holders of more than 10% of the Company's  common stock
complied with all Section 16(a) filing requirements. In making these statements,
the  Company has relied  solely  upon its review of copies of the Section  16(a)
reports filed for the fiscal year ended June 30, 2008 on behalf of the Company's
directors, officers and holders of more than 10% of the Company's common stock.

Audit Committee

The Company has not  established an audit  committee and does not currently have
an audit committee financial expert on either an audit committee or the Board of
Directors.  Although the Company believes it would be desirable to have an audit
committee  financial  expert,  the  Company  currently  believes  that the costs
associated with retaining such an expert would be prohibitive.

Code of Ethics

The Company has not adopted a code of ethics for its executive  officers because
of the small number of persons involved in the management of the Company and the
suspension of its business in July 2007.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation  received by Chi
Keung Wong,  our Chief  Executive  Officer,  Chief  Financial  Officer and Chief
Operating  Officer.  None of our employees and no employees of the Joint Venture
received  total  salary  and  bonus in excess of  $100,000  during  the last two
completed fiscal years.


Summary Compensation Table
--------------------------

                                                                                           Nonqualified
                                                                          Non-Equity       Deferred
                                                 Bonus   Stock   Option   Incentive Plan   Compensation   All Other
Name and Principal Position          Salary($)    ($)    Award   Awards   Compensation     Earnings       Compensation   Total
                              Year   (1)          (2)    ($)     ($)      ($) (3)          ($)(3)         ($) (4)          ($)
---------------------------   ----   ---------   -----   -----   ----     --------------   ------------   ------------   -------
  <S>                         <C>      <C>                                                                               <C>
  Chi Keung Wong,             2008     $61,538                                                                           $61,538
  Chief Executive Officer,    2007     $57,051                                                                           $57,051
  Chief Financial Officer
  and Chief Operating
  Officer


Compensation of Directors

The Company has no standard  arrangements in place or currently  contemplated to
compensate the Company's  directors for their service as directors or as members
of any committee of directors.

Employment Contracts and Termination of Employment and Change-In-Control
Arrangements

The  Company  does not have and  currently  is not  planning to have any written
employment  contracts  with respect to any of its  directors,  officers or other
employees.  The Company has no compensatory  plan or arrangement that results or
will result from the  resignation,  retirement,  or any other  termination of an
executive officer's  employment or from a change-in-control of COL International
or  a  change  in  an   executive   officer's   responsibilities   following   a
change-in-control.

                                     Page14
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Employee Retirement Plans, Long-Term Incentive Plans and Pension Plans

Other than our stock  option  plan that is  described  below  under  "2000 Stock
Option  Plan",  the Company has no employee  retirement  plan,  pension plan, or
long-term  incentive plan to serve as incentive for  performance to occur over a
period longer than one fiscal year.

2000 Stock Option Plan

Pursuant to the Company's  2000 Stock Option Plan, the Company may grant options
to purchase an aggregate of  4,000,000  shares of common stock to key  employees
and other persons who have contributed,  or are  contributing,  to the Company's
success.  The options granted  pursuant to the 2000 Plan may be either incentive
options   qualifying  for  beneficial  tax  treatment  for  the  recipient,   or
non-qualified  options.  The terms of the 2000 Plan concerning incentive options
and non-qualified  options are substantially the same except that only employees
or employees of  subsidiaries  are eligible for incentive  options and employees
and other  individuals who have contributed or are contributing to the Company's
success are eligible for non-qualified  options. With respect to options granted
to persons other than outside  directors,  the 2000 Plan also is administered by
an option  committee  that  determines  the terms of the options  subject to the
requirements of the 2000 Plan.

All options  granted  under the 2000 Plan will become fully  exercisable  on the
date that the  options  are  granted or other  dates  that the Option  Committee
determines and will continue for a period up to a maximum of ten years.  Options
granted  pursuant to the 2000 Plan are not  transferable  during the  optionee's
lifetime.  Subject to the other terms of the 2000 Plan, the option committee has
discretion to provide vesting  requirements and specific  expiration  provisions
with respect to the incentive options and non-qualified  options granted.  As of
September 22, 2008, no options had been granted under the 2000 Plan.

Outstanding Equity Awards

None.

Item 12.      Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

Equity Compensation Plan Information

Securities  authorized  for issuance under our equity  compensation  plans as of
June 30, 2008 are as follows:

Equity Compensation Plan Table

------------------------------------ --------------------------- ------------------------ ------------------------
                                     Number of securities to     Weighted-average         Number of securities
                                     be issued upon exercise     exercise price of        remaining available
                                     of outstanding option,      outstanding options,     for future issuance
                                     warrants and rights         warrants and rights      under equity
                                                                                          compensation plans
------------------------------------ --------------------------- ------------------------ ------------------------
<S>                                                           <C>                      <C>              <C>
Equity compensation plans approved                            0                        0                4,000,000
by security holders
------------------------------------ --------------------------- ------------------------ ------------------------
Equity compensation plans not                               n/a                      n/a                      n/a
approved by security holders
------------------------------------ --------------------------- ------------------------ ------------------------
                             Total:                           0                        0                4,000,000
------------------------------------ --------------------------- ------------------------ ------------------------

                                                      Page 15
</TABLE>

<PAGE>


Beneficial Ownership

As of  September  22,  2008,  there  were  50,155,000  shares  of  common  stock
outstanding.  The following table sets forth certain information as of September
22, 2008, by all executive  officers and directors as a group, and by each other
person known by us to be the  beneficial  owner of more than five percent of the
common stock:

                                                                  Percentage of
Name and Address                       No. of Shares                 Shares
of Beneficial Owner                    Beneficially Owned (1)      Outstanding
-------------------                    ----------------------      -----------

Kam Che Chan (2)
Flat D3, 5/F
36 Broadcast Drive
Kowloon, Hong Kong                          22,849,680                45.6%

Paul Wong (3)
32-2A Clovelly Court
12 May Road
Hong Kong                                   22,849,680                45.6%

Qi Yu Zhang (4)
2811 City E. Station
Lai Zhen Mansion
40 Fu Min Road, Fu Tian Area                17,350,320                34.6%
Shenzhen, PRC  518033

First Strike Securities Limited (5)
18/F, Kam Sang Building
255-257 Des Voeux Road Central              17,350,320                34.7%
Hong Kong

Honview International Limited (6)
Room 1408, Lippo Sun Plaza
28 Canton Road                              22,849,680                45.6%
Kowloon, Hong Kong

Anthony Ng
Apt. 305, 9015 Leslie Street
Richmond Hill, Ontario
Canada  L4B 4J8                             6,000,000                 12.0%

All Executive Officers and Directors
as a group (five persons) (2)(3)(4)        46,200,000                 92.1%

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

(1)  "Beneficial ownership" is defined in the regulations promulgated by the SEC
     as having or  sharing,  directly  or  indirectly  (A) voting  power,  which
     includes  the  power to vote or to direct  the  voting,  or (B)  investment
     power, which includes the power to dispose or to direct the disposition, of
     shares of the common stock of an issuer.  Unless otherwise  indicated,  the
     beneficial owner has sole voting and investment power.

(2)  Kam Che Chan may be considered a beneficial owner of the 22,849,680  shares
     of which Honview  International  Limited is the record owner. Mr. Chan is a
     director of Honview  International  Limited  and he also is the  beneficial
     owner of 15.20 percent of the outstanding equity interests of Honview.  The
     shares to be issued to Honview are included three times in the table.  They
     are  listed as being  held  beneficially  by each of Kam Che Chan,  Honview
     International  Limited and Paul Wong. Mr. Chan is the Chairman of our Board
     of Directors. See also footnotes 3 and 6, below.

                                    Page 16

<PAGE>


(3)  Paul Wong may be considered a beneficial owner of the 22,849,680  shares of
     which  Honview  International  Limited is the record  owner.  Mr. Wong is a
     beneficial  owner of 39.21 percent of the outstanding  equity  interests in
     Honview. The shares to be issued to Honview are included three times in the
     table. They are listed as being held beneficially by each of Paul Wong, Kam
     Che Chan and Honview  International  Limited. Mr. Wong is a director of COL
     International. See also footnotes 2 and 6.

(4)  Qi Yu Zhang may be considered a beneficial  owner of the 17,350,320  shares
     of which First Strike Securities  Limited is the record owner. Mr. Zhang is
     the beneficial  owner of 20 percent of the outstanding  equity interests of
     First Strike. The shares to be issued to First Strike are included twice in
     the table.  They are listed as being held  beneficially by both Qi Yu Zhang
     and First Strike.  Mr. Zhang is a director of COL  International.  See also
     footnote 5, below.

(5)  First Strike Securities Limited owns 17,350,320 shares of our common stock.
     These shares are included twice in the table. They are listed as being held
     beneficially by both First Strike  Securities  Limited and Qi Yu Zhang. See
     also footnote 4, above.

(6)  Honview  International  Limited owns 22,849,680 shares of our common stock.
     These  shares are  included  three  times in the table.  They are listed as
     being held beneficially by each of Honview International Limited, Paul Wong
     and Kam Che Chan. See also footnotes 2 and 3, above.

Item 13.      Certain Relationships and Related Transactions

Honview  International  Limited owns  22,849,680  shares of our common stock, or
45.6  percent of our  outstanding  common  stock,  and First  Strike  Securities
Limited  owns  17,350,320  shares of our common  stock,  or 34.6  percent of our
outstanding  common  stock.  Paul Wong is a director of Honview and he also is a
beneficial owner of 39.2 percent of the outstanding equity interests in Honview.
Mr. Wong also is a director of COL International.

Kam Che Chan is a director  of Honview  and he also is the  beneficial  owner of
15.2 percent of the outstanding  equity  interests of Honview.  Mr. Chan also is
the Chairman of our Board of Directors.

Qi Yu Zhang is a director of First Strike and he also is the beneficial owner of
20.0 percent of the outstanding equity interests of First Strike. Mr. Zhang also
is a director of COL International.

Pursuant to a Loan  Agreement,  Honview agreed to lend Migration its cash needs,
from  time to  time,  at any  time  until  January  1,  2004 up to an  aggregate
principal  amount of US$8  million.  As of June 30, 2004,  advances from Honview
totaled  Rmb71,059,244  (US$8,574,371).  As a result  of  Migration  becoming  a
wholly-owned  subsidiary of COL  International,  any amounts loaned from Honview
prior to February 8, 2001,  the  effective  date of the  registration  statement
related  to COL  International's  initial  public  offering,  may be paid at the
option of Honview,  by converting,  at any time after October 10, 2001,  part or
all the unpaid principal  amount of the loan into shares of COL  International's
common  stock,  at a price equal to the greater of $1.20 per share or 90 percent
of the average  weighted  trading  price of the common  stock for the 20 trading
days preceding the date of notice of exercise of conversion.  Any amounts loaned
from Honview  after the  effective  date of that  registration  statement may be
paid,  at the option of Honview,  by  converting,  at any time after October 10,
2001,  part or all the unpaid  principal  amount of the loan into  shares of COL
International's common stock, at a price equal to the greater of $1.20 per share
or 110  percent of weighted  average  trading  price of common  stock for the 20
trading days preceding the date of the loan.  Since 2001,  there were additional
advances  from Honview to COL. As of June 30,  2008,  additional  advances  from
Honview  totaled  Rmb79,590,829  (US$11,582,239)  and there  were no  conversion
rights for these advances.

During the year, the Company  received  rental income from a company  subject to
common  significant  influence  for an amount of Rmb Nil for the year ended June
30, 2008, and Rmb797,477 (US$104,591) for the year ended June 30, 2007.

                                    Page 17

<PAGE>


Except as discussed above,  during the past two years there were no transactions
between COL International and its directors, executive officers or known holders
of  more  than  five  percent  of  the  common  stock,  or  transactions  by COL
International  in which any of the  foregoing  persons  had a direct or indirect
material interest, in which the amount involved exceeded $120,000.

Item 14.      Principal Accountant Fees and Services

Resignation of Independent Registered Public Accounting Firm.

Effective August 1, 2007, Moores Rowland Mazars (the "Former Auditor")  resigned
as the independent  auditor of the Company in connection with the reorganization
of the Former Auditor on June 1, 2007, in which certain of its partners resigned
and joined Mazars CPA Limited and the Former Auditor  changed its name to Moores
Rowland.  The Former  Auditor had been the Company's  auditor since November 14,
2001. The Company's  Board of Directors  approved the  resignation of the Former
Auditor on August 1, 2007.

The  Former  Auditor's  audit  report on the  Company's  consolidated  financial
statements  for each of the past two fiscal  years,  did not  contain an adverse
opinion or  disclaimer  of  opinion,  and was not  qualified  or  modified as to
uncertainty,  audit  scope or  accounting  principles,  except  that the  Former
Auditor's  report on the Company's  financial  statements for each of the fiscal
years ended June 30, 2006 and 2005 included an explanatory  paragraph describing
the uncertainty as to the Company's ability to continue as a going concern.

During  the  Company's  two  most  recent  fiscal  years,   (a)  there  were  no
disagreements  between  the  Company  and the  Former  Auditor  on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
the Former  Auditor,  would have caused the Former  Auditor to make reference to
the subject matter of the disagreement in connection with its report; and (b) no
reportable events as set forth in Item 304(a)(1)(V)(A) through (D) of Regulation
S-K have occurred.

Engagement of New Independent Registered Public Accounting Firm

As key members of the Former  Auditor  servicing the Company are now with Mazars
CPA  Limited,  the  Board of  Directors  appointed  Mazars  CPA  Limited  as the
Company's new independent auditor (the "New Auditor"),  effective from August 1,
2007.

During the Company's  two fiscal years and  subsequent  interim  period prior to
engaging the New Auditor on August 1, 2007, the Company did not consult with the
New Auditor  regarding the  application of accounting  principles to a specified
transaction,  either completed or proposed,  or any of the matters or events set
forth in Item 304(a)(2) of Regulation S-K.

Audit Fees

The New Auditor billed the Company $19,231 for the year ended June 30, 2008, and
$28,846 for the year ended June 30, 2007.  The Former Auditor billed the Company
$29,487  and  $65,385  for the  year  ended  June 30,  2007  and June 30,  2006,
respectively,  for professional services rendered for the audit of the Company's
annual financial  statements and review of financial  statements included in the
Company's Forms 10-Q and services normally  provided by independent  accountants
in connection  with  statutory and regulatory  filings or engagements  for those
fiscal years.

Audit-Related Fees

For the years ended June 30, 2008 and June 30, 2007,  neither the New Auditor or
the Former  Auditor  provided the Company with any  services for  assurance  and
related services that are reasonably  related to the performance of the audit or
review of the Company's  financial  statements  and are not reported above under
"--Audit Fees."

                                    Page 18

<PAGE>


Tax Fees

For the years ended June 30, 2008 and June 30, 2007, neither the New Auditor nor
the Former  Auditor  provided  the Company  with  professional  services for tax
compliance, tax advice, and tax planning.

All Other Fees

For the years ended June 30, 2008 and June 30, 2007, neither the New Auditor nor
the Former Auditor billed the Company for products and services other than those
described above.

Audit Committee Pre-Approval Policies

The Board of Directors, which is performing the equivalent functions of an audit
committee,  currently  does not have any  pre-approval  policies  or  procedures
concerning services performed by the New Auditor or the Former Auditor.  All the
services  performed by the New Auditor or the Former  Auditor that are described
above were  pre-approved  by the Board of Directors.  Less than 50% of the hours
expended on either the New Auditor's or the Former Auditor's engagement to audit
the  Company's  financial  statements  for the fiscal years ended June 30, 2008,
June 30, 2007 and June 30, 2006 were  attributed  to work  performed  by persons
other  than the New  Auditor's  or the  Former  Auditor's  full-time,  permanent
employees, respectively.

PART IV

Item 15.      Exhibits and Financial Statement Schedules

See the audited financial  statements for the year ended June 30, 2008 following
the signature page which are incorporated herein.

The following is a complete list of Exhibits filed as part of this  registration
statement, which Exhibits are incorporated herein.

Number              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 (4)

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

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

4.1                 Specimen Common Stock Certificate (1)

10.1                Joint Venture Business License (2) (1)

10.2                Cooperation  Agreement  Regarding  China  Online's  Internet
                    Connection Service  Commercial  Business dated July 15, 1998
                    between Neihi Electronic Systems Co., Ltd. (now known as the
                    JV) and Rayes Group (2) (1)

                                    Page 19

<PAGE>


10.3                Cooperation  Agreement  Regarding  China  Online's  Internet
                    Content  Service  Commercial  Business  dated July 15,  1998
                    between Neihi Electronic Systems Co., Ltd. (now known as the
                    JV) and Rayes Group (2) (1)

10.4                Cooperation   Agreement  for  Dissemination  of  Educational
                    Resources  between  the JV and  Wuhan  City  No.2  Secondary
                    School to establish  Education Net dated January 7, 2000 (2)
                    (1)

10.5                Cooperation   Agreement   for   Transmission   of  Education
                    Materials  between  the JV and  Wuhan  Cable  TV to  provide
                    Education Net infrastructure dated March 10, 2000 (2) (1)

10.6                Purchase   Agreement   between   the  JV,   Shanghai   Togji
                    Construction  Materials  Technology  Sales Service Co., Ltd.
                    and other parties  specified  thereby dated October 22, 1999
                    (2) (1)

10.7                2000 Stock Option Plan* (1)

10.8                Form of Subscription Agreement (1)

10.9                Form of Escrow  Agreement  between the Company and  American
                    Securities Transfer and Trust, Inc. (1)

10.10               Form of Migration's Convertible Promissory Note (3)

10.11               Migration's Loan Agreement dated October 10, 2000 (3)

10.12               Sino-Foreign  Joint  Venture  Agreement  dated  July 7, 2000
                    between Migration and Shanghai Dongyi Scientific  Technology
                    Engineering Co. (3)

10.13               Share  Purchase   Agreement  dated  July  17,  2000  between
                    Shanghai  Shangyi Science and Trade  Information  Consulting
                    Co., Ltd. and Shanghai Tongji  Construction  Materials Sales
                    and Services Co., Ltd. (3)

10.14               Lease  Agreement for Rental of Office  Premises  dated April
                    25, 2000 (3)

10.15               COL  International's  Loan Agreement dated December 21, 2000
                    (4)

21                  Subsidiaries of the Registrant (5)

31                  Rule  13a-14(a)/15a-14(a)  Certification  of Chief Executive
                    Officer and Chief Financial Officer

32                  Certification 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

----------

*                   Designates  a  management   contract  or  compensatory  plan
                    required  to be filed as an Exhibit  to this  Report on Form
                    10-K

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

(2)                 Translated into English from Chinese

(3)                 Incorporated by reference from the Company's Amendment No. 2
                    to Form SB-2  Registration  Statement dated October 19, 2000
                    (File No. 333-39208)

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

(5)                 Incorporated  by reference  from the  Company's  Form 10-KSB
                    dated  November  15,  2001 for the year ended June 30,  2001
                    (File No. 333-39208)

                                    Page 20

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            COL CHINA ONLINE INTERNATIONAL INC.


Date:  October 14, 2008                     By:  /s/  Chi Keung Wong
                                               --------------------------------
                                                      Chi Keung Wong,
                                                      Chief Executive Officer
                                                      and Chief Financial
                                                      Officer (Principal
                                                      Accounting Officer)

     In  accordance  with the Exchange  Act,  this report has been signed by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.

Date                                        Signatures
----                                        ----------



October 14, 2008                            /s/  Kam Che Chan
                                            -----------------------------------
                                                 Kam Che Chan, Director



October 14, 2008                            /s/  Anthony Ng
                                            -----------------------------------
                                                 Anthony Ng, Director



October 14, 2008                            /s/  Paul Wong
                                            -----------------------------------
                                                 Paul Wong, Director



October 14, 2008                            /s/  Qi Yu Zhang
                                            -----------------------------------
                                                 Qi Yu Zhang, Director

                                    Page 21

<PAGE>


CHINA ONLINE INTERNATIONAL INC. AND ITS SUBSIDIARIES
----------------------------------------------------

Index to Consolidated Financial Statements
------------------------------------------

--INDEX--


                                                                        Page(s)
Report of Independent Registered Public Accounting Firm                   F-2

Consolidated Financial Statements:

Consolidated Balance Sheets
June 30, 2008 and 2007                                                    F-3

Consolidated Statements of Operations
For the Years ended June 30, 2008 and 2007                             F-4 - F-5

Consolidated  Statements of Changes in  Stockholders'  Deficit
For the Years ended June 30, 2008 and 2007                                F-6

Consolidated Statements of Cash Flows
For the Years ended June 30, 2008 and 2007                                F-7

Notes to Consolidated Financial Statements                            F-8 - F-18

                                      F-1

<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and the Stockholders
COL China Online International Inc.
(A Development Stage Company incorporated in Delaware)

We have audited the accompanying consolidated balance sheets of COL China Online
International  Inc. and its  subsidiaries  (the "Company") (a Development  Stage
Company) as of June 30, 2008 and 2007, and the related  consolidated  statements
of operations,  changes in stockholders'  deficit and cash flows for each of the
years then  ended,  and for the period from  December  10,  2007  (inception  of
reentering the development stage) to June 30, 2008. 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 audits.

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.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing  auditing  procedures
that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we express no such  opinion.  Our audits also included
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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 the Company as of
June 30, 2008 and 2007, and the results of its operations and its cash flows for
each of the  years  then  ended,  and for the  period  from  December  10,  2007
(inception of reentering the development  stage) to June 30, 2008, in conformity
with accounting principles generally accepted in the United States of America.

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 resolved to
cease the major  operations  of the Joint  Venture in  November  2007 due to the
expirations  of the Joint  Venture's  business  license in  December  2007.  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  objectives,  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.



Mazars CPA Limited
Certified Public Accountants
Hong Kong
October 14, 2008

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                                         COL CHINA ONLINE INTERNATIONAL INC.
                                            (A Development Stage Company)
                                             CONSOLIDATED BALANCE SHEETS



                                                                  Note:         JUNE 30, 2008         JUNE 30, 2007
                                                                         --------------------------    -----------
                                                                            (US$)            (Rmb)          (Rmb)
                                                                       (Illustrative
ASSETS                                                                       only)

<S>                                                                      <C>             <C>            <C>
CURRENT ASSETS:
    Cash                                                                       9,087         62,445        190,579
    Accounts receivable, net of allowance of Rmb Nil                4           --             --           19,757
     Deposits and other receivables                                 5          3,056         21,000        432,046
                                                                         -----------    -----------    -----------

             Total current assets                                             12,143         83,445        642,382

PROPERTY, OFFICE SPACE AND EQUIPMENT, net                           6           --             --             --
                                                                         -----------    -----------    -----------

TOTAL ASSETS                                                                  12,143         83,445        642,382
                                                                         ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                     34,594        237,721        718,341
    Business tax payable                                                        --             --          225,668
                                                                         -----------    -----------    -----------

             Total current liabilities                                        34,594        237,721        944,009
                                                                         -----------    -----------    -----------

NON-CURRENT LIABILITIES:
    Payable to majority stockholder                                7a     11,582,239     79,590,829     80,129,352
                                                                         -----------    -----------    -----------

             Total non-current liabilities                                11,582,239     79,590,829     80,129,352
                                                                         -----------    -----------    -----------

Commitments and contingencies                                       8           --             --             --
                                                                         -----------    -----------    -----------

STOCKHOLDERS' DEFICIT:
    Common stock, US$0.001 par value, 100,000,000
         shares authorized and 50,155,000 shares issued,
         outstanding                                                          59,499        408,864        408,864
    Additional paid-in capital                                               176,680      1,214,118      1,214,118
    Accumulated deficit before reentering development stage              (12,181,445)   (83,708,451)   (83,282,716)
    Accumulated deficit from inception of reentering
    development stage                                                        (77,093)      (529,770)          --
    Other comprehensive income                                               417,669      2,870,134      1,228,755
                                                                         -----------    -----------    -----------

             Total stockholders' deficit                                 (11,604,690)   (79,745,105)   (80,430,979)
                                                                         -----------    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   12,143         83,445        642,382
                                                                         ===========    ===========    ===========

                                                        F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                COL CHINA ONLINE INTERNATIONAL INC.
                                                   (A Development Stage Company)
                                               CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                        FOR THE YEAR ENDED             CUMULATIVE
                                                                              --------------------------------------        SINCE
                                                                                                                       REENTERING
                                                                                                                         DEVELOP-
                                                                                                                      MENT  STAGE
                                                                                                                      DECEMBER 10,
                                                                                                                         2007, TO
                                                                              ------------------------     JUNE 30,      JUNE 30,
                                                                                    JUNE 30, 2008           2007           2008
                                                                              ------------------------    ----------    ----------
                                                                                 (US$)         (Rmb)         (Rmb)         (Rmb)
                                                                             (Illustrative
                                                                      Note       only)
CONTINUING OPERATIONS
<S>                                                                             <C>           <C>         <C>             <C>
    General and administrative expenses                                         (136,219)     (936,071)   (1,409,349)     (440,232)
      Other income                                                                  --            --          24,399          --
                                                                              ----------    ----------    ----------    ----------

LOSS FROM CONTINUING OPERATIONS                                                 (136,219)     (936,071)   (1,384,950)     (440,232)
                                                                              ----------    ----------    ----------    ----------

DISCONTINUED OPERATIONS                                                 2
Net revenues:
    Telecommunication                                                              1,404         9,646     1,135,609          --
    Marketing fee - PIERS                                                           --            --         766,072          --
                                                                              ----------    ----------    ----------    ----------

         Total revenues                                                            1,404         9,646     1,901,681          --
                                                                              ----------    ----------    ----------    ----------

Cost of Sales:
    Telecommunication                                                             (4,366)      (30,000)      (89,499)      (30,000)
    Marketing fee - PIERS                                                           --            --        (146,905)         --
                                                                              ----------    ----------    ----------    ----------

         Total cost of sales                                                      (4,366)      (30,000)     (236,404)      (30,000)
                                                                              ----------    ----------    ----------    ----------

Gross (loss) margin                                                               (2,962)      (20,354)    1,665,277       (30,000)
                                                                              ----------    ----------    ----------    ----------

Operating expenses:
   General and administrative expenses                                           (37,548)     (258,025)   (3,088,764)      (81,588)
   Amortization and depreciation                                                    --            --         (83,855)         --
  Provision for impairment loss on property,
      office space and equipment                                                    --            --        (150,194)         --
                                                                              ----------    ----------    ----------    ----------

         Total operating expenses                                                (37,548)     (258,025)   (3,322,813)      (81,588)
                                                                              ----------    ----------    ----------    ----------

Operating loss                                                                   (40,510)     (278,379)   (1,657,536)     (111,588)

   Rental income                                                        12          --            --         797,477          --
   Waive of loan                                                                    --            --          51,236          --
   Other income                                                                   37,682       258,945        42,307        22,050
                                                                              ----------    ----------    ----------    ----------

LOSS FROM DISCONTINUED OPERATIONS                                                 (2,828)      (19,434)     (766,516)      (89,538)
                                                                              ----------    ----------    ----------    ----------
LOSS BEFORE MINORITY INTEREST                                                   (139,047)     (955,505)   (2,151,466)     (529,770)

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

                                                                F-4

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                                COL CHINA ONLINE INTERNATIONAL INC.
                                                   (A Development Stage Company)
                                               CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                        FOR THE YEAR ENDED             CUMULATIVE
                                                                              --------------------------------------        SINCE
                                                                                                                       REENTERING
                                                                                                                         DEVELOP-
                                                                                                                      MENT  STAGE
                                                                                                                      DECEMBER 10,
                                                                                                                         2007, TO
                                                                              ------------------------     JUNE 30,      JUNE 30,
                                                                                    JUNE 30, 2008           2007           2008
                                                                              ------------------------    ----------    ----------
                                                                                 (US$)         (Rmb)         (Rmb)         (Rmb)
                                                                             (Illustrative
                                                                      Note       only)

<S>                                                                             <C>           <C>         <C>             <C>
NET LOSS                                                                        (139,047)     (955,505)   (2,151,466)     (529,770)

Other comprehensive income                                                       238,857     1,641,379       771,186       974,390

COMPREHENSIVE INCOME (LOSS)                                                       99,810       685,874    (1,380,280)     (444,620)


Basic And Fully Diluted Loss Per Share                                  2

Loss from continuing operations                                                  (0.0027)      (0.0187)      (0.0276)      (0.0088)
                                                                              ==========    ==========    ==========    ==========
Loss from discontinued operations                                                (0.0001)      (0.0004)      (0.0153)      (0.0018)
                                                                              ==========    ==========    ==========    ==========

Weighted Average Common Share Outstanding                                     50,155,000    50,155,000    50,155,000    50,155,000
                                                                              ==========    ==========    ==========    ==========

                                                               F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                              COL CHINA ONLINE INTERNATIONAL INC.
                                                 (A Development Stage Company)
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                          FOR THE YEARS ENDED JUNE 30, 2008 AND 2007



                                                                     ACCUMULATED
                                                                         DEFICIT     ACCUMULATED
                                                                          BEFORE    DEFICIT FROM    ACCUMULATED
                                                        ADDITIONAL    REENTERING    INCEPTION OF          OTHER
                                                          PAID-IN    DEVELOPMENT     DEVELOPMENT  COMPREHENSIVE
                                   COMMON STOCK           CAPITAL          STAGE           STAGE         INCOME     TOTAL
                            -----------   -----------   -----------   -----------    -----------    -----------   -----------
                                Number       (Rmb)         (Rmb)         (Rmb)          (Rmb)          (Rmb)         (Rmb)

<S>                          <C>              <C>         <C>         <C>                               <C>       <C>
Balances, June 30, 2006      50,155,000       408,864     1,214,118   (81,131,250)          --          457,569   (79,050,699)

Net loss                           --            --            --      (2,151,466)          --             --      (2,151,466)

Other comprehensive income         --            --            --            --             --          771,186       771,186
                            -----------   -----------   -----------   -----------    -----------    -----------   -----------

Balances, June 30, 2007      50,155,000       408,864     1,214,118   (83,282,716)          --        1,228,755   (80,430,979)

Net loss                           --            --            --        (425,735)      (529,770)          --        (955,505)

Other comprehensive income         --            --            --            --             --        1,641,379     1,641,379
                            -----------   -----------   -----------   -----------    -----------    -----------   -----------

Balances, June 30, 2008      50,155,000       408,864     1,214,118   (83,708,451)      (529,770)     2,870,134   (79,745,105)
                            ===========   ===========   ===========   ===========    ===========    ===========   ===========

                                                              F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                       COL CHINA ONLING INTERNATIONAL INC.
                                          (A Development Stage Company)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                  CUMULATIVE
                                                                                                    SINCE
                                                                                                  REENTERING
                                                                                                   DEVELOP-
                                                                 FOR THE YEAR ENDED               MENT STAGE
                                                        -------------------------------------     DECEMBER 10,
                                                                                     JUNE 30,    2007, TO JUNE
                                                              JUNE 30, 2008           2007         30, 2008
                                                        ------------------------    ----------    ----------
                                                            (US$)         (Rmb)       (Rmb)          (Rmb)
                                                      (Illustrative
                                                            only)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>           <C>         <C>             <C>
  Net loss                                                (139,047)     (955,505)   (2,151,466)     (425,734)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
     Amortization and depreciation                            --            --          83,855          --
     Exchange difference                                     7,873        54,103        46,915        (5,727)
    Provision for impairment loss on Property, Office
     Space and Equipment                                      --            --         150,194          --
     Waiver of loans                                          --            --         (51,236)         --
       Write back of provision for staff welfare            (1,746)      (12,000)         --         (12,000)
       Write back of provision for taxation                (32,076)     (220,418)         --        (220,418)
       Write back of deposits received                      (3,181)      (21,859)         --            --
     Change in operating assets and liabilities:
       Decrease (Increase) in:
       Accounts receivable                                   2,875        19,757        72,255        19,757
          Deposits and other receivables                    59,816       411,046          --         387,438
       (Decrease) Increase in:
          Accounts payable and accrued expenses            (65,014)     (446,761)     (224,843)     (525,445)
          Business tax payable                                (764)       (5,250)       (8,718)       (5,250)
                                                        ----------    ----------    ----------    ----------

     Net cash used in operating activities                (171,264)   (1,176,887)   (2,083,044)     (787,379)
                                                        ----------    ----------    ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Property, Office Space and Equipment            --            --          (3,333)         --
                                                        ----------    ----------    ----------    ----------

     Net cash used in investing activities                    --            --          (3,333)         --
                                                        ----------    ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of other loan                                     --            --         (98,764)         --
  Advances from Majority Stockholder                       153,457     1,054,528     2,178,772       729,605
                                                        ----------    ----------    ----------    ----------

     Net cash provided by financing activities             153,457     1,054,528     2,080,008       729,605
                                                        ----------    ----------    ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                       (840)       (5,775)       (3,290)       (1,133)
                                                        ----------    ----------    ----------    ----------

NET DECREASE IN CASH                                       (18,647)     (128,134)       (9,659)      (58,907)

CASH, beginning of year                                     27,734       190,579       200,238       190,579
                                                        ----------    ----------    ----------    ----------

CASH, end of year                                            9,087        62,445       190,579       131,672
                                                        ==========    ==========    ==========    ==========

                                                       F-7
</TABLE>

<PAGE>

                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO 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 held a 90% equity  interest in Shenzhen
Knowledge & Communication Co. Ltd. which was a Sino-foreign equity joint venture
("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  remains as a "shell company",  as such term is
defined under the  Securities  Exchange Act of 1934,  as amended,  with its only
activities  being those  related to  maintaining  its shell  company  status and
seeking a merger candidate.

After becoming a shell company,  the Company has reentered the development stage
since  December 10, 2007.  For the Company's  plan of  operations  following the
termination  of  its  business,   see  note  3  to  the  consolidated  financial
statements.

2.       Significant Accounting Policies

Principles of Consolidation - The consolidated  financial statements include the
accounts of the  Company  and its  subsidiaries.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

Basis of  Accounting  - The amounts  included in the  financial  statements  are
presented in Renminbi ("Rmb"), which is COL International's functional currency,
because the Company's  major  operations  are primarily  located in the PRC. For
illustrative  purposes,  the  consolidated  balance  sheet as of June 30,  2008,
consolidated  statement  of  operations,  consolidated  statement  of changes in
stockholders' deficit and consolidated statement of cash flows for the year then
ended have been translated into US dollars at approximately  Rmb6.8718 to the US
dollar, which was the prevailing exchange rate at June 30, 2008.

Concentration  of Credit Risk - Credit risk  represents the accounting loss that
would be recognized at the reporting date if counterparties failed completely to
perform as contracted.  Concentrations of credit risk (whether on or off balance
sheet) that arise from  financial  instruments  exist for groups of customers or
counterparties when they have similar economic  characteristics that would cause
their  ability to meet  contractual  obligations  to be  similarly  affected  by
changes in economic or other conditions. COL International's accounts receivable
include a limited number of customers.  Financial  instruments  that subject the
Company to credit risk consist principally of accounts  receivable.  When it was
operating,  the Company generally did not require collateral from its customers.
Accounts receivable totaled Rmb19,757 (US$2,591) and Rmb Nil as at June 30, 2007
and 2008, respectively.  The Company has made no allowance for doubtful accounts
for the year ended June 30, 2007 as all of the  receivables had been received in
2008. Thereafter, no accounts receivable arose up to June 30, 2008.

Country Risks - As COL  International's  primary operations were in the PRC, and
will continue to remain in the PRC unless moved out to other geographic areas in
connection  with an  acquisition  or merger,  the  Company is exposed to certain

                                      F-8

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


foreign company risks not normally  associated with entities operating solely in
the United States.  These risks include,  among others, the political,  economic
and legal environments, and foreign currency exchange. The Company's results may
be adversely  affected by changes in the political and social  conditions in the
PRC,  and  by  changes  in  governmental  policies  with  respect  to  laws  and
regulations,  anti-inflationary  measures,  currency  conversion  and remittance
abroad,   and  rates  and  methods  of  taxation,   among  other   things.   COL
International's management does not believe these risks to be significant. There
can be no  assurance,  however,  that changes in  political,  social,  and other
conditions will not result in any adverse impact.

Cash  Equivalents  -  COL   International   considers  all  highly  liquid  debt
instruments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

Property,  Office Space and Equipment - Property, office space and equipment are
recorded  at cost  less  accumulated  depreciation  and  amortization  less  any
impairment loss.  Depreciation is computed using the  straight-line  method over
the estimated  useful life of the assets,  generally  twenty years for property,
three years for  computer  equipment  and five years for office  space and other
equipment.  Repairs and maintenance are charged to expense as incurred. Material
expenditures,  which  increase  the  life  of  an  asset,  are  capitalized  and
depreciated  over the estimated  remaining useful life of the asset. The cost of
equipment  sold,  or  otherwise   disposed  of,  and  the  related   accumulated
depreciation  or  amortization  is removed from the  accounts,  and any gains or
losses  are  reflected  in current  operations.  Amortization  and  depreciation
expense  charged  to  operations  were  Rmb83,855  (US$10,998)  and  Rmb Nil and
provision for  impairment  loss on property,  office space and equipment was Rmb
150,194  (US$19,698)  and Rmb Nil for the year  ended  June 30,  2007 and  2008,
respectively.

Income Taxes - COL  International  accounts for income taxes under the liability
method of Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting
for Income Taxes",  whereby  current and deferred tax assets and liabilities are
determined  based on tax rates and laws  enacted as of the  balance  sheet date.
Deferred  tax  expense or benefit  represents  the  change in the  deferred  tax
asset/liability balance.

Revenue  Recognition  - COL  International  recognizes  revenue  at the time the
service is  rendered  or product  is  delivered  and  collection  is  reasonably
assured, which generally approximates the time it is accepted by the customer.

Telecommunication  income represents the services  commission  revenues from ISP
service and selling IP phones.  The Company  contracted  with  telecommunication
services   companies   selling  IDD  (IP  phones)  to  end-users   and  received
telecommunication  services  commission  income  from  the  agents,  which  is a
percentage  of the fees paid by the end users for  monthly  usage of the phones.
Services  commission revenue is recognized in the period in which the service is
rendered.

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

Impairment of Long-Lived  Assets - COL  International  has adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  Of". In the event that facts and  circumstances  indicate  that the
carrying  value  of  long-lived  assets  may  be  impaired,   an  evaluation  of
recoverability would be performed.  If an evaluation is required,  the estimated
future  undiscounted  cash flows  associated with the asset would be compared to
the asset's  carrying  amount to determine  if a  write-down  to market value or
discounted cash flow value is required.

                                      F-9

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Foreign Currency  Transaction - Foreign currency  transactions during the period
are translated into Renminbi at  approximately  the market exchange rates ruling
at the transaction dates. Monetary assets and liabilities denominated in foreign
currencies are translated  into Renminbi at  approximately  the market  exchange
rates  ruling at the  balance  sheet  date.  Differences  arising  from  foreign
currency translation are included in the net profit or loss for the period.

The consolidated  financial  statements  consolidate the financial statements of
the  Company  and its  subsidiaries.  Some of these  companies  use their  local
currencies   other  than  Renminbi  as  the  functional   currency.   For  Group
consolidation purposes,  assets and liabilities whose functional currency is not
Renminbi are translated into Renminbi at the rate in effect at the balance sheet
date.  Revenue and expenses are  translated at the average  exchange rate during
the year.  The effects of  translation  adjustments  are recorded in accumulated
other comprehensive income.

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the 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.  Such estimates  include  provisions for
doubtful accounts,  sales returns and allowances,  long-lived  assets,  deferred
income taxes and warranty  provisions.  Actual  results  could differ from those
estimates.

Fair Value of Financial  Instruments - The  estimated  fair values for financial
instruments  under SFAS  No.107,  "Disclosures  about  Fair  Value of  Financial
Instruments", are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with
precision.   The  estimated  fair  values  of  COL   International's   financial
instruments,  which includes  cash,  accounts  receivable and accounts  payable,
approximates their carrying value in the financial statements. The fair value of
advances  from COL  International's  majority  stockholder,  which  are  without
interest, cannot be estimated due to the relationship between the entities.

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  years  ended  June 30,  2007 and 2008  represented  gain  from  foreign
currency translation adjustments mainly on the payable to majority stockholder.

Net Loss Per  Share - Basic  and  diluted  net loss  per  share is  computed  by
dividing net loss for continuing and  discontinued  operations,  respectively by
the weighted average number of common stock 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 June
30, 2007 and 2008, no options had been granted under the 2000 plan.

Accumulated  Deficit - The  acquisition  of  Migration by COL  International  on
September  24,  2001 had been  treated  as a reverse  acquisition.  As a result,
accumulated  deficit prior to the  acquisition  should reflect that of Migration
only. However, no goodwill was recorded on this acquisition as COL International
had  limited  operations  and was  formed for the sole  purpose of merging  with
Migration  and raising  limited  funding  prior to the  acquisition.  Therefore,
accumulated  deficit of COL  International  of Rmb3,630,010  (US$438,016) at the
date of  acquisition  has also been recorded in the  accumulated  deficit of the
Company.

                                      F-10

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Operating  Leases - Leases  where  substantially  all the  rewards  and risks of
ownership  of assets  remain  with the  leasing  company  are  accounted  for as
operating  leases.  Rental  receivables and payables under operating  leases are
recognized as income and expenses, respectively, on the straight-line basis over
the lease term.

Discontinued  Operations  - On November 23,  2007,  the board of  directors  has
resolved to cease the  operations  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 year
and  the  audited  financial  results  of the  discontinued  operations  for the
corresponding  year  ended  June  30,  2007  in  the  accompanying  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".

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157,  Fair Value  Measurements  ("SFAS  157").  SFAS 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.  SFAS 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 FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities  ("SFAS 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.

In December 2007, the FASB issued SFAS No. 141R,  Business  Combinations  ("SFAS
141R"), which broadens the guidance of SFAS No. 141, extending its applicability
to all  transactions  and other events in which one entity obtains  control over
one or more  other  businesses.  It  broadens  the fair  value  measurement  and
recognition of assets acquired,  liabilities assumed, and interests  transferred
as a result of business  combinations;  and stipulated that acquisition  related
costs be expensed rather than included as part of the basis of the  acquisition.
SFAS 141R expands  required  disclosures  to improve the ability to evaluate the
nature and financial  effects of business  combinations.  SFAS 141R is effective
for all transactions entered into, on or after January 1, 2009.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements - An  Amendment of ARB No. 51 ("SFAS  160").
SFAS 160 requires a  noncontrolling  interest in a subsidiary  to be reported as
equity and the amount of consolidated  net income  specifically  attributable to
the  noncontrolling  interest to be  identified  in the  consolidated  financial
statements.  SFAS 160 also  calls for  consistency  in the  manner of  reporting
changes in the parent's  ownership  interest and required fair value measurement
of any noncontrolling equity investment retained in a deconsolidation.  SFAS 160
is effective on January 1, 2009.  The adoption of this Statement is not expected
to have a material effect on the Company's Consolidated Financial Statements.

                                      F-11

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging  Activities - An Amendment of SFAS No. 133 ("SFAS 161").
SFAS 161 expands the disclosure  requirements in SFAS 133, regarding an entity's
derivative instruments and hedging activities.  SFAS 161 is effective on January
1, 2009.  The  adoption  of this  Statement  is not  expected to have a material
effect on the Company's Consolidated Financial Statements.

In May 2008,  the FASB issued SFAS No. 162, The Hierarchy of Generally  Accepted
Accounting  Principles  ("SFAS  162").  The new  standard is intended to improve
financial  reporting by identifying a consistent  framework,  or hierarchy,  for
selecting  accounting  principles to be used in preparing  financial  statements
that are  presented  in  conformity  with  U.S.  generally  accepted  accounting
principles  for  non-governmental  entities.  SFAS  162  is  effective  60  days
following the SEC's approval of the Public Company  Accounting  Oversight  Board
amendments to AU Section 411, The Meaning of Present  Fairly in Conformity  with
Generally Accepted Accounting  Principles.  The Company is currently  evaluating
the impact of the adoption of SFAS 162 on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163,  Accounting  for Financial  Guarantee
Insurance Contracts,  an interpretation of FASB Statement No. 60 ("SFAS 163") to
require that an insurance  enterprise  recognize a claim  liability  prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration has occurred in an insured financial  obligation and clarifies how
Statement 60 applies to financial guarantee insurance contracts. The adoption of
this  Statement  is not  expected  to have a  material  impact on the  Company's
financial position or results of operations.


3.       Termination of Operations

The accompanying  consolidated  financial statements have been prepared assuming
COL International  will continue  operating as a going concern.  On November 23,
2007, the Board of Directors  resolved to cease the Company's primary operations
due to the expiration of the Joint  Venture's  business  license on December 10,
2007. The Company has used the amounts  collected  from its accounts  receivable
and  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
stockholders 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 majority of the Company's business  activities were suspended effective July
2007, and on November 23, 2007, the board of directors has resolved to cease the
operations  of the only  business of the Company  upon  expiration  of the Joint

                                      F-12

<PAGE>
<TABLE>
<CAPTION>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Venture's  business  license on December 10, 2007.  Since December 10, 2007, the
Company  reentered the  development  stage. It is expected that the Company will
remain in such status until a business combination is taken place.

In  accordance  with  the  applicable   accounting  guidance,   the  assets  and
liabilities  associated  related to the  operations  with the Joint Venture have
been separately  disclosed in note 9 to the consolidated  financial  statements.
Discontinued  operations  are  reported  as  a  separate  component  within  the
Consolidated Statement of Operations outside of loss from continuing operations.
As a result,  net  revenues  or cost of sales all of which  related to the Joint
Venture are no longer  reported  separately  in the  Consolidated  Statements of
Operations.

As a result  of the  expiration  of the  Joint  Venture's  business  license  on
December 10, 2007, the Company  reentered the development  stage. The results of
operations  that have  accumulated  since the Company  reentered the development
stage are presented in the Consolidate Statement of Operations.  The accumulated
deficit before reentering  development  stage and the accumulated  deficit since
reentering the development stage  (inception) have been separately  presented in
the Balance Sheet,  Consolidated  Statement of Changes in Stockholders'  Deficit
and the  Consolidated  Statement of Cash Flows for the period from  December 10,
2007 (inception) to June 30, 2008.

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 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.

In view of the  above-mentioned  plan,  the  Company's  ability to continue as a
going concern is dependent upon several factors,  including, but not limited to,
continuing  financial support from Honview  International  Limited  ("Honview"),
which is now a majority  stockholder  of the Company,  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.

The Company  believes that Honview will continue to provide  funding  during the
forthcoming year.


4.       Accounts Receivable

The following information summarizes accounts receivable at:

                                                      June 30, 2008                June 30, 2007
                                            ----------------------------------    ---------------
                                                   (US$)                (Rmb)             (Rmb)
                                            (Illustrative
                                                   Only)

         <S>                                          <C>                 <C>           <C>
         Trade receivables                             -                    -           19,757
                                            ===============      =============    ===============

                                               F-13
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  COL CHINA ONLINE INTERNATIONAL INC.
                                     (A Development Stage Company)
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       Deposits and Other Receivables

The following information summarizes deposits and other receivables at:


                                                           June 30, 2008                     June 30,
                                                                                                 2007
                                                  ---------------------------------      -------------
                                                        (US$)                (Rmb)              (Rmb)
                                                  (Illustrative
                                                        Only)

         <S>                                           <C>                 <C>              <C>
         Rental deposits                                   3,056             21,000            208,932
         Trade deposit paid                                 -                  -               199,600
         Other receivables                                  -                  -                23,514
                                                  --------------       ------------      -------------

                                                           3,056             21,000            432,046
                                                  ==============       ============      =============


6.       Property, Office Space and Equipment

Property, office space and equipment consist of the following:

                                                                                             June 30,
                                                             June 30, 2008                       2007
                                                  ---------------------------------      -------------
                                                           (US$)            (Rmb)             (Rmb)
                                                  (Illustrative
                                                           Only)

        Vehicles                                          41,565            285,622            285,622
        Computer equipment                               684,204          4,701,715          4,701,715
        Computer software                                571,532          3,927,454          3,927,454
        Office furniture                                  27,820            191,174            191,174
        Other equipment                                  228,148          1,567,787          1,567,787
                                                  --------------       ------------      -------------


                                                       1,553,269         10,673,752         10,673,752
        Less :   Accumulated depreciation and
                   amortization                       (1,553,269)       (10,673,752)       (10,673,752)
                                                  --------------       ------------      -------------

                                                            -                  -                  -
                                                  ==============       ============      =============

                                                    F-14
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          COL CHINA ONLINE INTERNATIONAL INC.
                                             (A Development Stage Company)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7.       Payable To Related Party



                                                                              June 30, 2008                   June 30,
                                                                                                                  2007
                                                                        ---------------------------         ----------
                                                                            (US$)           (Rmb)              (Rmb)
                                                                    (Illustrative
                                                                            Only)

         <S>                                                            <C>              <C>                <C>
         Majority stockholder of COL International
          (Note a)                                                      11,582,239       79,590,829         80,129,352
                                                                        ==========       ==========         ==========

All payables with related party are without interest or collateral.

Note:

a. Pursuant to the Loan Agreement,  Honview International  Limited, the ultimate
holding  company of the Company,  agreed to lend Migration its cash needs,  from
time to time,  at any time until  January 1, 2004 up to an  aggregate  principal
amount  of US$8  million.  As a result  of  Migration  becoming  a wholly  owned
subsidiary of the Company,  any amounts loaned from Honview prior to February 8,
2001, the effective date of the registration  statement related to the Company's
initial public offering, may be paid at the option of Honview, by converting, at
any time after October 10, 2001, part or all the unpaid  principal amount of the
loan into shares of the Company's  common stock, at a price equal to the greater
of $1.20 per share or 90 percent of the average  weighted  trading  price of the
common stock for the 20 trading days preceding the date of notice of exercise of
conversion.  Any amounts  loaned from Honview after the  effective  date of this
registration statement may be paid, at the option of Honview, by converting,  at
any time after October 10, 2001, part or all the unpaid  principal amount of the
loan into shares of the Company's  common stock, at a price equal to the greater
of $1.20 per share or 110 percent of weighted  average  trading  price of common
stock for the 20 trading days preceding the date of the loan.

There has been no change to the above loan condition during the year to June 30,
2008. In addition,  during the year,  Honview has  undertaken to make  available
adequate  funds to the Company as and when required to maintain the Company as a
going concern.

The Company has recorded other comprehensive  income of Rmb 771,186 (US$101,142)
and  Rmb1,641,379  (US$238,857)  for the  year  ended  June 30,  2007 and  2008,
respectively, directly into the Stockholders' deficit. This comprehensive income
is the result of an  unrealized  gain on  translation  of United  States  dollar
payable to Honview from US$ to Rmb on consolidation.

8.       Commitments and Contingencies

i)   Operating Leases Payable - As of June 30, 2008 and 2007, the Company has no
     non-cancellable lease commitments and Rmb986,508 (US$129,381) to be paid in
     2008, respectively.

     Rental expense  charged to operations  was  Rmb1,053,493  (US$138,167)  and
     Rmb55,300   (US$8,047)   for  the  year  ended  June  30,  2007  and  2008,
     respectively.

                                      F-15
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



ii)  Operating Leases Receivable - As of June 30, 2008 and 2007, the Company has
     no  non-cancellable  lease  commitments  and  Rmb727,737  (US$95,443) to be
     received in 2008, respectively, which will be recorded as rental income.

iii) Stock  Option Plan - The Company has set up a stock option plan (the "Stock
     Option  Plan"),  which the Company may grant  options to key  employees and
     other persons to purchase an aggregate of 4,000,000 shares of common stock.
     The  options  granted  pursuant  to the  Stock  Option  Plan may be  either
     incentive   options   qualifying  for  beneficial  tax  treatment  for  the
     recipient,  or  non-qualified  options.  The terms of the Stock Option Plan
     concerning  incentive options and  non-qualified  options are substantially
     the same except that only the Company's or its subsidiaries'  employees are
     eligible for  incentive  options,  and other  individuals  are eligible for
     non-qualified  options.  With respect to options  granted to persons  other
     than outside directors,  the Stock Option Plan is administered by an Option
     Committee  that  determines  the  terms  of  the  options  subject  to  the
     requirements of the Stock Option Plan.

     All  options  granted  under  the  Stock  Option  Plan  will  become  fully
     exercisable  on the date that the  options  are granted or other dates that
     the Option  Committee  determines  and will  continue  for a period up to a
     maximum of ten years. Options granted pursuant to the Stock Option Plan are
     not transferable during the optionee's lifetime. Subject to the other terms
     of the Stock Option Plan,  the Option  Committee has  discretion to provide
     vesting requirements and specific expiration provisions with respect to the
     incentive  options and non-qualified  options granted.  No options had been
     granted under the Stock Option Plan since its establishment.

9.       Discontinued Operations

On November 23, 2007, the board of directors resolved to cease the operations of
the only  business of the Company  upon the  expiration  of the Joint  Venture's
business  license on December 10, 2007.  The  discontinued  operations  had been
reported as a separate  component  within  Consolidated  Statement of Operations
outside  of loss from  continuing  operations.  Assets  and  liabilities  of the
discontinued  operations,  which have been included in the Consolidated  Balance
Sheets, were as follows:

                                                                                                      June 30,
                                                                     June 30, 2008                      2007
                                                               (US$)               (Rmb)                (Rmb)
                                                      (Illustrative
                                                               Only)
<S>                                                              <C>                <C>                 <C>
Deposits and other receivables                                   3,056              21,000              451,803

Accounts payable and accrued expenses                              -                   -                328,627
                                                      -----------------   ----------------     ----------------

Net assets                                                       3,056              21,000              123,176
                                                      =================   ================     ================

10.      Taxes

COL  International and its subsidiaries are subject to income taxes on an entity
basis on income  arising in or derived from the tax  jurisdiction  in which they
operate.

The Joint  Venture,  which was  established  in the PRC,  is  subject to the PRC
income taxes at a rate of 33%.  However,  the Shenzhen  head office of the Joint
Venture is entitled to full exemption from income tax for one year starting from
the first profit making year and 50% tax reduction in the  subsequent two years.

                                      F-16
</TABLE>

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


No  provision  for  PRC  income  tax  has  been  provided  for in the  financial
statements  as the  Joint  Venture  in the PRC was  operating  at a loss for the
periods presented.

In addition,  the Joint Venture is subject to business  taxes in the PRC and are
required  to pay  5% of  revenues  generated  from  marketing  and  value  added
services, computer software, and network development.

Migration  operates in Hong Kong where the  statutory  tax rate is 16.5%  (2007:
17.5%) on assessable  income arising in Hong Kong.  Migration is exempt from any
BVI income taxes under BVI  International  Business Act for its operations being
located only in Hong Kong.

The  Company  has a net  operating  loss (NOL)  carryforward  for tax  reporting
purposes  in the PRC of  approximately  Rmb15,000,000  and Rmb Nil for the  year
ended June 30, 2007 and 2008, respectively.

Under PRC  taxation  laws,  NOL of each year can only be carried  forward  for a
maximum of 5 years.  Considering the fact that the Joint Venture's operation was
ceased in December 2007 and tax clearance was properly approved, any accumulated
NOL should have expired  accordingly  and not be carried  forward.  As a result,
business tax payables were reversed during the year ended June 30, 2008.

The Company has adopted FASB  Interpretation  48  "Accounting  or Uncertainty in
Income Taxes"  ("FIN48") for the year ended June 30, 2008.  FIN 48 stated that a
tax position  should be  recognized as a benefit only if it is "more likely than
not" that the tax position would be sustained in a tax  examination,  with a tax
examination being presumed to occur. After such examination,  the Company had no
such tax benefits to be recognized.

No deferred  income  taxes are  provided as there are no  temporary  differences
between  the tax and book basis of assets  and  liabilities  due to the  current
status of the Company as a shell company.

11.      Major Customers

The following customers totaled more than 10% of sales:


                                        Year ended June 30
                                        -------------------------------
                                        2008          2007

         A                              100%          9%
         B                              0%            23%
         C                              0%            13%

12.      Rental Income

The Company  received  rental  income from three  related  companies  subject to
common  significant  influence for an amount of Rmb797,477  (US$104,590) and Rmb
Nil for the years ended June 30, 2007 and 2008, respectively.

                                      F-17

<PAGE>



                       COL CHINA ONLINE INTERNATIONAL INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.      Pension Costs

As stipulated by PRC regulations,  the Company maintains a defined  contribution
retirement  plan for all of its  employees who are residents of PRC. All retired
employees of the Company are entitled to an annual  pension equal to their basic
annual  salary upon  retirement.  The  Company  contributed  to state  sponsored
retirement plan  approximately  32.5% - 48% of the basic salary of its employees
and  has  no  further   obligations   for  the  actual   pension   payments   or
post-retirement  benefits beyond the annual  contributions.  The state sponsored
retirement plan is responsible for the entire pension  obligation payable to all
employees.  The pension  expenses  were  Rmb275,769  (US$36,167)  and  Rmb16,769
(US$2,440) for the years ended June 30, 2007 and 2008, respectively.

                                      F-18

<PAGE>
                                  Exhibits List

The following is a complete list of Exhibits filed as part of this  registration
statement, which Exhibits are incorporated herein.

Number              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 (4)

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

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

4.1                 Specimen Common Stock Certificate (1)

10.1                Joint Venture Business License (2) (1)

10.2                Cooperation  Agreement  Regarding  China  Online's  Internet
                    Connection Service  Commercial  Business dated July 15, 1998
                    between Neihi Electronic Systems Co., Ltd. (now known as the
                    JV) and Rayes Group (2) (1)

10.3                Cooperation  Agreement  Regarding  China  Online's  Internet
                    Content  Service  Commercial  Business  dated July 15,  1998
                    between Neihi Electronic Systems Co., Ltd. (now known as the
                    JV) and Rayes Group (2) (1)

10.4                Cooperation   Agreement  for  Dissemination  of  Educational
                    Resources  between  the JV and  Wuhan  City  No.2  Secondary
                    School to establish  Education Net dated January 7, 2000 (2)
                    (1)

10.5                Cooperation   Agreement   for   Transmission   of  Education
                    Materials  between  the JV and  Wuhan  Cable  TV to  provide
                    Education Net infrastructure dated March 10, 2000 (2) (1)

10.6                Purchase   Agreement   between   the  JV,   Shanghai   Togji
                    Construction  Materials  Technology  Sales Service Co., Ltd.
                    and other parties  specified  thereby dated October 22, 1999
                    (2) (1)

10.7                2000 Stock Option Plan* (1)

10.8                Form of Subscription Agreement (1)

10.9                Form of Escrow  Agreement  between the Company and  American
                    Securities Transfer and Trust, Inc. (1)

10.10               Form of Migration's Convertible Promissory Note (3)

10.11               Migration's Loan Agreement dated October 10, 2000 (3)

10.12               Sino-Foreign  Joint  Venture  Agreement  dated  July 7, 2000
                    between Migration and Shanghai Dongyi Scientific  Technology
                    Engineering Co. (3)

10.13               Share  Purchase   Agreement  dated  July  17,  2000  between
                    Shanghai  Shangyi Science and Trade  Information  Consulting
                    Co., Ltd. and Shanghai Tongji  Construction  Materials Sales
                    and Services Co., Ltd. (3)

10.14               Lease  Agreement for Rental of Office  Premises  dated April
                    25, 2000 (3)

10.15               COL  International's  Loan Agreement dated December 21, 2000
                    (4)

21                  Subsidiaries of the Registrant (5)

31                  Rule  13a-14(a)/15a-14(a)  Certification  of Chief Executive
                    Officer and Chief Financial Officer

32                  Certification 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
----------

<PAGE>


*                   Designates  a  management   contract  or  compensatory  plan
                    required  to be filed as an Exhibit  to this  Report on Form
                    10-K

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

(2)                 Translated into English from Chinese

(3)                 Incorporated by reference from the Company's Amendment No. 2
                    to Form SB-2  Registration  Statement dated October 19, 2000
                    (File No. 333-39208)

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

(5)                 Incorporated  by reference  from the  Company's  Form 10-KSB
                    dated  November  15,  2001 for the year ended June 30,  2001
                    (File No. 333-39208)