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**UNITED STATES**SECURITIES AND EXCHANGE COMMISIONWashington, D.C.
20549

FORM 10-KSB/A(Amendment
No.1)

(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, 2005

 ̈ TRANSITION
  REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to
__________________

Commission File Number: 0-29285

ONLINE INNOVATION,
INC.(Name of Small Business Issuer in its charter)

|Delaware                        | 52-2058364                
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|Incorporation or organization)  |                           

Suite 130 - 13151 Vanier Place, Richmond, British Columbia
  V6V 2J1(Address of principal executive offices)

(604) 288-2430Issuer's telephone number

_________________________________________________________________Former
name, former address, and former fiscal year, if changed since last report

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock

Check whether the issuer (1) filed all reports required to be
  filed by sections 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days.    
  Yes x     No  ̈

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

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

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The registrant did not earn any revenues in the financial year
ended June 30, 2005.

As of September 21, 2005, the aggregate market value of the
voting common equity held by non-affiliates of the registrant was $1,340,749.30
based on the closing trade reported on the NASD Over the Counter Bulletin Board.
Shares of common stock by each officer and director and by each person who owns
5% or more of the outstanding common stock have been excluded from this
calculation as such persons may be considered to be affiliated with the
registrant.

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.    
  YES  ̈ NO ̈N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

As of September 27, 2005 the registrants outstanding common
stock consisted of 20,679,166 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format (Check one):    
  YES  ̈ NO x

EXPLANATORY NOTE

This Amendment No. 1 is being filed further to our original
Form 10KSB filing for the period ended June 30, 2005. Other than the revisions
described below, no other changes are being made to the Form 10-KSB, and this
Form 10-KSB/A does not otherwise modify or update the disclosure contained in
the Form 10-KSB. The amendments contained herein are as follows:

|(a) | The shareholdings of Stan Ross have been amended. The
      registrants original Form 10 KSB for the period ended June 30, 2005
      indicated that Mr. Ross held 2,188,166 shares of the registrants common
      stock as at September 27, 2005. This has been revised as Mr. Ross actually
      held 2,902,405 shares of the registrants common stock at that
  time.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                              
|(b) | The percentage of the registrants total issued and
      outstanding shares for Mr. Ross has also been
amended.                                                                                                                                                                                                                                                             

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|(c) | Note 3 to the table disclosing Mr. Ross shareholdings,
      which provides a breakdown of the number of shares held by Mr. Ross
      personally and the number held by Fortune Capital Management Inc., has
      been amended.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|(d) | The total number of shares held by Directors, Officers
      and beneficial owners of more than 5 percent of the registrants common
      stock as a group has been amended.                                                     
|    |                                                                                                                                                                                                                                   
|(e) | Disclosure above regarding the market value of shares
      held by non-affiliates has been revised to reflect the change in Mr. Ross
      holdings.                                                                            
|    |                                                                                                                                                                                                                                   
|(f) | The portion of Item 9 of Part III dealing with compliance
      with Section 16(a) of the Exchange Act has been
amended.                                                                                                          

Amendments (a) to (d) are contained in Item 11 of Part III of
the Form 10KSB, which Item is reproduced in its entirety below. Amendment (e) is
on the face page above in the paragraph dealing with the market value of shares
held by non-affiliates. Only the market value figure has been revised. Amendment
(f) is contained in Item 9 of Part III under the heading Directors, Executive
Officers, Promoters and Control Persons; Compliance with section 16(A) of the
Exchange Act. Only the portion of Item 9 dealing with Compliance with Section
16(A) of the Exchange Act is reproduced below.

The Original 10KSB filing has been also been amended to include
currently-dated certifications from our principal executive officer and
principal financial officer, as required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. The certifications of our principal executive
officer and our principal financial officer are attached to this Form 10-KSB/A
as Exhibits 31.1, 31.2.32.1 and 32.2.

Readers should also note that references to Fortune Capital
Management (USA) Inc. in the June 30, 2005 10KSB are incorrect. The correct name
of the company is Fortune Capital Management Inc.

PART III

|ITEM 9: | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT
|------- | ---------------------------------------------------------------------------------------------------------------------------
|
|

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires executive officers
and directors of the Company and persons who beneficially own more than ten
percent of the Company's Common Stock to file with the Securities and Exchange
Commission certain reports, and to furnish copies thereof to the Company, with
respect to each such person's beneficial ownership of the Company's equity
securities. Based solely upon a review of the copies of such reports furnished
to the Company and certain representations of such persons, other than as
disclosed herein, all such persons have complied with the applicable reporting
requirements.

On May 13, 2005 Fortune Capital Management Inc. (Fortune)
acquired 1,310,000 shares of the Companys common stock. Fortune Capital
Management Inc. is a company wholly owned by Mr. Stan Ross. After the
acquisition Mr. Ross owned, either directly or through Fortune, 2,882,405

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shares of the Companys common stock, an amount which exceeded
10% of the Companys issued and outstanding common stock. After the acquisition,
therefore, Mr. Ross was required, pursuant to section 16(a) of the Exchange Act,
to file a Form 3 (Initial Statement of Beneficial Ownership of Securities) with
the Securities and Exchange Commission. On June 30, 2005 Fortune purchased an
additional 10,000 shares of the Companys common stock and on September 21, 2005
Fortune purchased 10,000 more shares of the Companys common stock. After each
of these acquisitions Mr. Ross was required to file a Form 4 (Statement of
Changes in Beneficial Ownership of Securities). Mr. Ross did not file the
aforementioned Form 3 or either of the aforementioned Form 4s. The Company
understands that Mr. Ross is in the process of filing the applicable Form 3 and
the Form 4s in order to bring his filings respecting changes in ownership of the
securities of the Company up to date.

|ITEM 11: | SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND **MANAGEMENT**
|-------- | ------------------------------------------------------------------------
|

The following table sets forth certain information regarding
the beneficial ownership of the Company's issued and outstanding common stock as
of September 27, 2005 by i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Companys common stock; (ii)
named directors and executive officers; and (iii) all directors and executive
officers of the Company as a group:

|                                        |                      |                     
|--------------------------------------- | -------------------- | --------------------
|Name and address of beneficial owner    | Amount and nature of | Percent of class (1)
|                                        | beneficial owner     |                     
|                                        |                      |                     
|Chad D. Lee                             | 4,850,000 (2)        | 23.4%               
|(President, Chief Executive Officer and |                      |                     
|Director)                               |                      |                     
|61-12411 Jack Bell Drive                |                      |                     
|Richmond, British Columbia              |                      |                     
|Canada                                  |                      |                     
|                                        |                      |                     
|                                        |                      |                     
|Marlene C. Schluter                     | 5,040,000 (2)        | 24.3%               
|(Secretary, Treasurer and Director)     |                      |                     
|2215 Inglewood Avenue                   |                      |                     
|West Vancouver, British Columbia        |                      |                     
|Canada                                  |                      |                     
|                                        |                      |                     
|                                        |                      |                     
|Harvey H. Cohen                         | 0 (2)                | 0.0%                
|(Vice President and Director)           |                      |                     
|8278 Tugboat Place                      |                      |                     
|Vancouver, British Columbia             |                      |                     
|Canada                                  |                      |                     
|                                        |                      |                     
|                                        |                      |                     
|Stan Ross                               | 2,902,405            | 14.0%               
|2215 Inglewood Avenue                   |                      |                     
|West Vancouver, British Columbia        |                      |                     
|Canada                                  |                      |                     
|                                        |                      |                     

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|                                             |            |      
|-------------------------------------------- | ---------- | -----
|Directors, Officers and beneficial owners of | 12,792,405 | 61.8%
|more than 5 percent of the Companys common  |            |      
|stock as a Group (4 persons)                 |            |      
|                                             |            |      

|(1) | Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                    
|(2) | The persons named in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them.                                   
|    |                                                                                                                                                                                                    
|(3) | A total of 606,800 of these shares are held by Stan Ross.
      The remaining 2,295,605 shares are held by Fortune Capital Management
      Inc., a company wholly owned by Stan Ross.             

At its annual meeting of stockholders held on December 4, 2000,
a 2000 Incentive Stock Option Plan (the Plan) was approved by the Companys
stockholders. Pursuant to a directors resolution dated October 20, 2000, the
Plan was adopted by the Companys directors subject only to receipt of
stockholder approval. The plan authorizes the granting of options to purchase up
to 1,500,000 of the Companys common shares. Pursuant to the Plan, options may
be granted to directors, officers, employees, consultants and other service
providers. The aggregate fair market value of options that may be held by any
one optionee at any given time may not exceed $100,000. The exercise price of an
option granted must be at least equal to the fair market value of a share of
common stock of the Company on the date the option is granted. No options have
yet been granted pursuant to the Plan, to directors or officers of the Company
or to any other entities.

|ITEM 13: | EXHIBITS
|-------- | --------

Exhibits

|31.1 | Certification
        of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities
        Exchange Act of 1934.
|---- | ----------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                             
|31.2 | Certification
        of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities
        Exchange Act of 1934 
|     |                                                                                                                             
|32.1 | Certification
        of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350                                     
|     |                                                                                                                             
|32.2 | Certification
        of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350                                     

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SIGNATURES

In accordance with the requirements of 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.

|                       | ONLINE INNOVATION, INC.
|---------------------- | -----------------------
|                       |                        
|Date:  January 9, 2006 | By:                    
|                       |                        
|                       | Title:                 
|                       |                        
|                       |                        
|                       |                        
|                       | By:                    
|                       |                        
|                       | Title:                 
|                       |                        

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

By: /s/ Chad D. LeeChad D. Lee, President,
Director,Principal Executive OfficerDate: January 9, 2006

By: /s/ Marlene C. SchluterMarlene C.
Schluter, Director,Principal Financial OfficerDate: January 9, 2006

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