UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549





FORM 10 – K/A





(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, 2011.



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 100Aurora, 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 whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).



[_]Yes[X]No

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§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.

[X]Yes[_]No

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[_] (Do not check if a smaller reporting company) | Smaller
    reporting company[X]



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 June 30, 2011, 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, 2011
was 50,155,000.



Documents
Incorporated By Reference. None.













COL
China Online International Inc.

10-K
for the Year Ended June 30, 2011



Table
of Contents





|Explanatory Note                                      | 2
|----------------------------------------------------- | -
|                                                      |  
|Part VI                                               | 3
|                                                      |  
|Item 15.   Exhibits and Financial Statement Schedules | 3
|                                                      |  
|Signatures                                            | 4
|                                                      |  









i















Explanatory
Note – Amendment No. 1



COL China Online International
Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to the Company’s
Annual Report on Form 10-K for the year ended June 30, 2011, which was originally filed with the Securities and Exchange Commission
(the “SEC”) on September 28, 2011 (the “Original Filing”).



The purpose of this
Form 10-K/A is to (1) include information required by Part IV of the Form 10-K that was not included in the Original Filing
[by revising the Report of the Independent Registered Public Accounting Firm to include the date of the report] and (2)
revise the  certifications of our principal executive officer, principal financial officer and principal accounting officer
pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350 as
requested by the SEC. These revisions have no material impact on the financial statements contained in the Original
Filing.



Other than as described above, none of the financial
statements or other disclosures in the Original Filing have been amended or updated.  Among other things, forward-looking
statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to the
Company after the filing of the Original Filing, and such forward-looking statements should be read in their historical context.
Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the Securities and Exchange Commission
subsequent to the Original Filing. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, new certifications
of our principal executive officer, principal financial officer and principal accounting officer are being filed as exhibits to
this Form 10-K/A.





2

















Item 15. Exhibits and Financial Statement Schedules



The following exhibits and documents
are filed as a part of, or are incorporated by reference into, this report: [Those exhibits and documents filed as part of this
report are denoted by **]





|(1)   Financial Statements:                                 |  | Page
|----------------------------------------------------------- |  | ----
|                                                            |  |     
|**  Report of Independent Registered Public Accounting Firm |  | F-2 



(2)

All schedules for which provision is made in the
applicable accounting regulations of the SEC are omitted because the required information is either presented in the financial
statements or notes thereto, or is not applicable, required or material.

(3) Exhibits

The documents listed below are filed with this
Annual Report on Form 10-K as exhibits or incorporated into this Form 10-K/A by reference as noted:

|Number | Description                                                                                                                                                                                                        
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                    
|2.1    | Stock Exchange Agreement between and among Migration Developments
    Limited, the Company and the stockholders 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                           
|      |                                                                                                                                                                                                             
|*     | 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)                                                                  
|      |                                                                                                                                                                                                             









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:
    December 22, 2011 | 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                                                            
|------------------------- | ----------------------------------------------------------------------
|December
        22, 2011 | /s/
        Kam Che Chan
        Kam
        Che Chan, Director       
|December
        22, 2011 | /s/
        Anthony Ng
        Anthony
        Ng, Director           
|December
        22, 2011 | /s/
        Paul Wong
        Paul
        Wong, Director             
|December
        22, 2011 | /s/
        Qi Yu Zhang
        Qi Yu
        Zhang, Director







4

















MAZARS



To
the Board of Directors and the Stockholders

COL
China Online International Inc.

(A Development
Stage Company incorporated in Delaware)

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

We
have audited the accompanying consolidated balance sheets of COL China Online International Inc. and its subsidiaries (the "Company")
as of June 30, 2011 and 2010, 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, 2011. 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 audits 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, 2011 and 2010, 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, 2011, in conformity with
U.S generally accepted accounting principles.

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in note 3 to the consolidated financial statements, the Company's 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. The consolidated financial statements do not
include any adjustments that might result from the outcome of these uncertainties.







Mazars CPA LimitedCertified Public AccountantsHong Kong

September 28, 2011

MAZARS CPALI MITED

42ND FLOOR, CENTRAL PLAZA,
18 HARBOUR ROAD, WANCHAI, HONG KONG

TEL: (852) 2909-5555 -
FAX: (852) 2810 0032. info@mazars.com.hk - www.mazars.com.hk ...









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