COL CHINA ONLINE INTERNATIONAL INC - FORM 10-Q

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EX-32.1 - CERTIFICATION - COL CHINA ONLINE INTERNATIONAL INC	col12312010exh321.htm
EX-31.1 - CERTIFICATION - COL CHINA ONLINE INTERNATIONAL INC	col12312010exh311.htm

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended December 31, 2010
	OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-39208

COL China Online International Inc.

(Exact name of registrant as specified in its charter)

Delaware		52-2224845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3176 South Peoria Court, Suite 100

Aurora, Colorado, 80014

(Address of principal executive offices) (Zip Code)

(303) 695-8530

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

Yes x No o

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 o No x

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. (check one):


Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

As of December 31, 2010, the registrant had outstanding 50,155,000 shares of its common stock, par value $0.001.

Page 1

TABLE OF CONTENTS

		PAGE

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Condensed Consolidated Balance Sheets at December 31, 2010 (Unaudited) and June 30, 2010	3

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2010 and 2009	4

	Unaudited Consolidated Statement of Changes in Stockholder’s deficit for the six months ended December 31, 2010 and June 30, 2010	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2010 and 2009	7

	Notes to Financial Statements	8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		11

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13

ITEM 4. CONTROLS AND PROCEDURES		13

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS		15

	SIGNATURES	15

Page 2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

		DECEMBER 31, 2010 (Unaudited)						June 30, 2010
	Note	(US$)			(Rmb)			(Rmb)
ASSETS		(Illustrative only)

Current Assets:
Cash			7,067			46,581			47,133
Rental deposits			3,186			21,000			21,000

Total Assets			10,253			67,581			68,133

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses			22,051			145,354			247,027

Total current liabilities			22,051			145,354			247,027

Non-Current Liabilities:
Payable to related party with convertible option	7		12,303,318			81,100,887			81,243,913

Total non-current liabilities			12,303,318			81,100,887			81,243,913

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			62,026			408,864			408,864
Additional paid-in capital			184,186			1,214,118			1,214,118
Accumulated deficit before reentering development stage			(12,698,895	)		(83,708,451	)		(83,708,451	)
Accumulated deficit from inception of reentering development stage			(403,545	)		(2,660,085	)		(2,269,137	)
Other comprehensive income			541,112			3,566,894			2,931,799

Total stockholders’ deficit			(12,315,116	)		(81,178,660	)		(81,422,807	)

Total Liabilities and Stockholders’ Deficit			10,253			67,581			68,133

The financial statements should be read in conjunction with the accompanying notes.

Page 3

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the three months ended						For the six months ended						Cumulative since reentering development stage on
		December 31, 2010				December 31, 2009		December 31, 2010				December 31, 2009		December 10, 2007 to December 31, 2010
	Note	(US$)		(Rmb)		(Rmb)		(US$)		(Rmb)		(Rmb)		(Rmb)
		(Illustrative only)						(Illustrative only)


General and administrative expenses		(30,465	)	(197,755	)	(194,171	)	(59,308	)	(390,948	)	(388,073	)	(2,660,085	)


NET LOSS		(30,465	)	(197,755	)	(194,171	)	(59,308	)	(390,948	)	(388,073	)	(2,660,085	)

Other comprehensive income, before tax: Foreign currency translation adjustments		38,993		266,895		-		96,346		635,095		-		1,671,149
Income tax expense related to other Comprehensive income		-		-		-		-		-		-		-
Other comprehensive income, net of tax		38,993		266,895		-		96,346		635,095				1,671,149

TOTAL COMPREHENSIVE INCOME/( LOSS)	5	8,528		69,140		(194,171	)	37,038		244,147		(388,073	)	988,934

The financial statements should be read in conjunction with the accompanying notes.\

Page 4

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the three months ended						For the six months ended						Cumulative since reentering development stage on
		December 31, 2010				December 31, 2009		December 31, 2010				December 31, 2009		December 10, 2007 to December 31, 2010
	Note	(US$)		(Rmb)		(Rmb)		(US$)		(Rmb)		(Rmb)		(Rmb)
		(Illustrative only)						(Illustrative only)

Basic and Diluted Loss Per Share	6

Loss per share of common stock (cents)		(0.0006	)	(0.0039	)	(0.0039	)	(0.0012	)	(0.0078	)	(0.0077	)	(0.0530	)

Weighted Average Common Share Outstanding – basic and diluted		50,155,000		50,155,000		50,155,000		50,155,000		50,155,000		50,155,000		50,155,000

The financial statements should be read in conjunction with the accompanying notes.

Page 5

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED DECEMBER 31, 2010 AND YEAR ENDED JUNE 30, 2010

	Common stock			Additional paid-in capital	Accumulated deficit before reentering development stage		Accumulated deficit from inception of reentering development stage		Accumulated other comprehens-ive income	Total
	Number		(Rmb)	(Rmb)	(Rmb)		(Rmb)		(Rmb)	(Rmb)

Balance as of June 30, 2009		50,155,000	408,864	1,214,118	(83,708,451	)	(1,398,453	)	2,931,799	(80,552,123	)
Net loss for the year		-	-	-	-		(870,684	)	-	(870,684	)

Balance as of July 1, 2010		50,155,000	408,864	1,214,118	(83,708,451	)	(2,269,137	)	2,931,799	(81,422,807	)
Net income (loss) for the period (unaudited)		-	-	-	-		(390,948	)	635,095	244,147

Balance as of December 31, 2010 (unaudited)		50,155,000	408,864	1,214,118	(83,708,451	)	(2,660,085	)	3,566,894	(81,178,660	)

The financial statements should be read in conjunction with the accompanying notes.

Page 6

COL CHINA ONLINE INTERNATIONAL INC.

(A Development Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the SIX months ended									Cumulative since reentering development stage on
	DECEMBER 31, 2010						DECEMBER 31, 2009			December 10, 2007 to DECEMBER 31, 2010
	(US$)			(Rmb)			(Rmb)			(Rmb)
	(Illustrative only)
Cash Flows from Operating Activities:
Net loss		(59,308	)		(390,948	)		(388,073	)		(2,660,085	)

Adjustments to reconcile net loss to net cash used in operating activities:

Change in operating assets and liabilities:
Decrease in:
Rental deposits		-			-			-			23,608
Accounts payable and accrued expenses		(14,419	)		(95,049	)		(74,186	)		(28,918	)

Net cash used in operating activities		(73,727	)		(485,997	)		(462,259	)		(2,665,395	)

Cash Flows from Financing Activities:
Advances from 45.6% stockholder		73,892			487,080			476,404			2,583,989

Net cash provided by financing activities		73,892			487,080			476404			2,583,989

Effect of Exchange Rate Changes on Cash		(249	)		(1,635	)		-			(3,685	)

Net Decrease in Cash		(84	)		(552	)		(14,145	)		(85,091	)

Cash, beginning of period		7,151			47,133			33,857			131,672

Cash, end of period		7,067			46,581			48,002			46,581

The financial statements should be read in conjunction with the accompanying notes.

Page 7

1. Company Organization and Operations

Nature of Operations – COL China Online International Inc. was incorporated as a Delaware corporation on February 22, 2000, for the purpose of acquiring 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”). COL China Online International Inc. and its subsidiaries are collectively referred to as the “Company” in these financial statements.

As more fully explained in note 3 to these financial statements, the Company has terminated its operations since December 10, 2007 and has become a shell company. After becoming a shell company, the Company has reentered the development stage on 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. Basis of Presentation

The condensed consolidated financial statements have been prepared assuming the Company will continue operating as a going concern. Following the termination of operations as more fully explained in note 3 to these financial statements, the Company’s business has been suspended as of November 2007 and the Company will likely seek to enter into a business combination with one or more yet to be identified privately held businesses.

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 45.6% stockholder, the success 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 is confident that its 45.6% stockholder, Honview International Limited (“Honview”), will continue to provide funding during the forthcoming year.

The unaudited consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements have been prepared on the same basis as the annual financial statements. These financial statements and the notes hereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010, which was filed on October 13, 2010. In the opinion of the directors, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company as of December 31, 2010, the results of its operations for the three-month period and six-month period and cash flows for the six-month period then ended, have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year.

The amounts included in the financial statements are presented in Renminbi (“Rmb”) because the Company’s activities are primarily conducted in the PRC. For illustrative purposes, the condensed consolidated balance sheet as at December 31, 2010 and condensed consolidated statement of operations for the three and six months ended December 31, 2010 and condensed consolidated statement of cash flows for the six months ended December 31, 2010 have been translated into US dollars at approximately 6.59179 Rmb to the dollar.

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3. Termination of Operations

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 expects that any unpaid liabilities will be undertaken by Honview. The Company does not expect any assets to remain outstanding or to be available for distribution to the parties of the Joint Venture or shareholders of the Company.

In connection with the termination of substantially all of the Company’s operations on November 23, 2007, the Company effectively became a “shell company”. Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a “shell company” is defined as a company that has (1) no or nominal operations; and (2) either: (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because the Company is now effectively a shell company, under the Exchange Act, it is currently seeking to enter into a business combination with one or more yet to be identified privately held businesses. The Board of Directors believes that the Company will be attractive to privately held companies interested in becoming publicly traded by means of a business combination with the Company, without offering their own securities to the public.

The Board of Directors does not expect to restrict its search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business. The Company’s discretion is, as a practical matter, unlimited in the selection of a combination candidate.

Since November 23, 2007, 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. It is expected that the Company will remain in such status until and unless a business combination has taken place. There is no assurance that a business combination will occur.

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, continued financial support from Honview, the 45.6% 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Page 9

4. Recently Issued Accounting Standards

As of the date of this quarterly report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

5. Comprehensive Income

The Company accounts for comprehensive income in accordance with ASC Topic 220, Comprehensive Income. ACS Topic 220 establishes standards for reporting comprehensive income and its components in financial statements. Other comprehensive income, as defined therein, refers to revenues, expenses, gains and losses that are not included in net income but rather are recorded directly in stockholders’ equity. Other comprehensive income for the three and six months ended December 31, 2010 and 2009 represented gain on foreign currency translation adjustments which have mainly arisen from the translation of the amount payable to our 45.6% stockholder which is denominated in the US dollars.

6. Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding.

7.	Payable to 45.6% Stockholder

The amount due is unsecured, interest-free and repayable on demand. The fair value of the advance from the 45.6% stockholder is not practicable to be estimated due to the relationship between the stockholder and the Company.

Pursuant to the 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 the Company, any amounts loaned from Honview prior to February 8, 2002, 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, 2002, 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 February 8, 2002 may be paid, at the option of Honview, by converting, at any time after October 10, 2002, 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 either of the quarters ended December 31, 2010 and 2009. As at December 31 and June 30, 2010, the payable to Honview is convertible into 10,252,764 and 9,891,254 shares of the Company’s common stock, respectively.

8.	Commitments and Contingencies

As of December 31, 2010 and June 30, 2010, the Company had no material outstanding commitments or contingencies.

Page 10

9.	Income Taxes

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which they operate.

The Company’s subsidiary established in the PRC is subject to the PRC income taxes at a rate of 25%. No PRC income tax has been provided for in the financial statements as the subsidiary in the PRC either incurred a loss or has no assessable profits for the periods presented.

Migration operates in Hong Kong where the statutory tax rate is 16.5% for the three and six months ended December 31, 2010 and 2009, respectively, on assessable income arising in Hong Kong. No Hong Kong profits tax has been provided for as Migration’s operations in Hong Kong incurred a loss for taxation purposes for the periods presented. 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 net operating losses carried forward for tax reporting purposes in the PRC amounting to Rmb2,564,693 as of December 31 and June 30, 2010. The tax losses will expire in five years after the losses were incurred. Full valuation allowances have been made as it is not probable that future taxable profit will be available against which the Company can utilize the benefit therefrom. 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.

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

This document contains certain forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions. When used in this document, the words “expects”, “anticipates”, “intends” and “plans” and similar expressions are intended to identify certain of these forward-looking statements. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. Our actual results could differ materially from those discussed in this document. Factors that could cause or contribute to such difference include those discussed below and in the Annual Report on Form 10-K for the year ended June 30, 2010.

Overview

COL China Online International, Inc. 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 going concern is dependent upon the continuing support from Honview International Limited (“Honview”), a 45.6% stockholder of the Company, until such time as, when or if, the Company achieve profitable operations and/or additional funds are raised in future private and public offerings or the Company is party to a business combination.

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

Page 11

Overview (continued)

Since November 23, 2007, 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. There is no assurance that a business combination will occur.

Results of Operations for the Three and Six Months Ended December 31, 2010

General and administrative expenses included salaries and other expenses. For the six months ended December 31, 2010 and 2009, general and administrative expenses increased to Rmb390,948 (US$59,308) from Rmb388,073, and for the three months ended December 31, 2010 and 2009, general and administrative expenses increased to Rmb197,755 (US$30,465) from Rmb194,171 due to an increase in professional fees.

There was no revenue for the three-month or six-month periods ended December 31, 2010 and December 31, 2009 due to the Company’s cessation of business since December 2007.

The foregoing revenues and expenses have resulted in net losses of Rmb197,755 (US$30,465), an increase from Rmb194,171 for the three months ended December 31, 2010 and 2009, respectively, and in net losses of Rmb390,948 (US$59,308), a increase from Rmb388,073, for the six months ended December 31, 2010 and 2009, respectively. The Company expects to continue to incur non-operating expenses as a shell company.

The Company has recorded other comprehensive income of Rmb266,895 (US$38,993), an increase from RmbNil for the three months ended December 31, 2010 and 2009, respectively, and other comprehensive income of Rmb635,095(US$96,346), an increase from RmbNil, for the six months ended December 31, 2010 and 2009, respectively, directly into the stockholders’ deficit. This comprehensive income for the three and six months ended December 31, 2010 is mainly the result of unrealized gain on translation of United States dollar advances from Honview from US$ to Rmb on consolidation due to the appreciation of Rmb during the three and six months ended December 31, 2010.

Page 12

Liquidity and Capital Resources

As of December 31, 2010 and June 30, 2010, the Company had a negative working capital of Rmb77,773 (US$11,798) and Rmb178,894, respectively. As of December 31, 2010, advances from the 45.6% stockholder totaled Rmb81,100,887 (US$12,303,318) compared to Rmb81,243,913 as of June 30, 2010. The 45.6% stockholder has confirmed its intention to provide financial support to the Company.

Cash used in operating activities for the six months ended December 31, 2010 was Rmb485,997 (US$73,727) as compared with Rmb462,259 for the six months ended December 31, 2009. The cash used in operations was to fund operating losses of Rmb390,948 (US$59,308) and Rmb388,073 for the sixmonths ended December 31, 2010 and 2009, respectively.

Cash flows from financing activities have generally come from advances by the 45.6% stockholder of the Company. During the six months ended December 31, 2010 and 2009, the 45.6% stockholder has advanced Rmb487,080 (US$73,892) and Rmb476,404, respectively.

Critical Accounting Policies

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

The critical accounting policies and use of estimates are discussed in and should be read in conjunction with the annual consolidated financial statements and notes included in the latest Form 10-K, as filed with the SEC, which includes audited consolidated financial statements for the two fiscal years ended June 30, 2010.

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 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Page 13

Based on the Company's evaluation, the Company’s management, including its chief executive officer and chief financial officer, concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information the Company is required to disclose 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, and that such information is accumulated and communicated to management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

The Company regularly reviews its system of internal control over financial reporting and makes changes to its processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in the Company's internal controls over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Page 14

PART II – OTHER INFORMATION

Item 6. Exhibits.

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

32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

SIGNATURES

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



Date: February [ ], 2011
	COL CHINA ONLINE INTERNATIONAL INC.
	(Registrant)


	By:
	Chi Keung Wong
	Chief Executive Officer and
	Chief Financial Officer
	(Principal Accounting Officer)

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EXHIBIT INDEX


Exhibit No.		Description

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

32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

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