March 28, 2005
VIA USMAIL and FAX (86-21) 6447-7930
Mail Stop 0409
Mr. Chi Keung Wong
Chief Executive Officer and Chief Financial Officer
COL China Online International Inc.
922 Heng Shan Road
Jian Hui Building 27/F
Shanghai 200030
China
Re: COL China Online International Inc.
Form 10-KSB for the year ended 6/30/2004
Form 10-QSB for the quarters ended 9/30/2004 and 12/31/2004
File No. 333-39208
Dear Mr. Chi Keung Wong:
We have reviewed your above referenced filings and have the
following comment. We have limited our review to only your
financial
statements and related disclosures and will make no further review
of
your documents. As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.
Where indicated, we think you should revise your document[s]
in
response to this comment. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In our comment, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004
Financial Statements and Notes
Consolidated Statements of Operations, page F-3
1. As stated on page 19, "As of January 1, 2004, all assets and
operations unrelated to the business of COL Convergence and COL
Interactive have been disposed of." Tell us how you considered
paragraphs 41 - 44 of SFAS 144 in reporting the disposal of those
operations including, but not limited to, the disposal disclosed
in
the last paragraph on page 18.
* * * *
As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
response to our comment and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comment on your filings.
You may contact Wilson K. Lee, at (202) 824-5535 or me at
(202)
942-1993 if you have questions.
Sincerely,
Jorge Bonilla
Staff Accountant
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COL China Online International Inc.
March 28, 2005
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