United States
                       Securities and Exchange Commission

                                   Form 12b-25

                                                          SEC File No. 333-39208
                                                          CUSIP No. 12615U 10 5

                           NOTIFICATION OF LATE FILING

(Check One):  [   ] Form 10-K and Form 10-KSB;  [  ] Form 20-F;  [  ] Form 11-K;
              [ X ] Form 10-Q and Form 10-QSB;  [  ] Form N-SAR


              For Period Ended:  March 31, 2006
                                 --------------

              _ Transition report on Form 10-K
              _ Transition Report on Form 20-F
              _ Transition Report on Form 11-K
              _ Transition Report on Form 10-Q
              _ Transition Report on Form N-SAR
              For the Transition Period Ended:
                                               -------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates.

     ----------------------------------------------------------------------
PART I: - REGISTRANT INFORMATION

                       COL China Online International Inc.
     ----------------------------------------------------------------------
                             Full Name of Registrant

                                       N/A
     ----------------------------------------------------------------------
                            Former Name if Applicable

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado 80014
     ----------------------------------------------------------------------
            Address of Principal Executive Office (Street and Number)
                            City, State and Zip Code



PART II - RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

                (a) The reasons described in reasonable detail in Part III of
                this form could not be eliminated without unreasonable effort or
                expense;

                (b) The subject annual report, semi-annual report, transition
                report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
                portion thereof, will be filed on or before the fifteenth
                calendar day following the prescribed due date; or the subject
   X            quarterly report or transition report on Form 10-Q, or portion
                thereof, will be filed on or before the 5th calendar day after
                the  prescribed due date; and

                (c) The accountant's statement or other exhibit required by Rule
                12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.

Because of the difficulties encountered by the Company in coordinating the
schedules of the various parties who contribute to the filing of the Company's
Quarterly Report on Form 10-QSB regarding the quarter ended March 31, 2006 (the
"Form 10-QSB"), the Company was late in finalizing its accounts and, therefore,
the Form 10-QSB could not be timely filed without unreasonable effort or
expense.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification.

                  Chi Keung Wong                       86 021 64479982
- ------------------------------------------         -----------------------------
                    (Name)                        (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports(s) been filed? If answer is no,
identity report(s)

[ X ]  Yes [   ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

[ X ]  Yes [   ]  No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

     The company anticipates a net loss of Rmb932,154 (US$116,007) for the three
months ended March 31, 2006 as compared with a net loss of Rmb1,094,222 for the
three months ended March 31, 2005.

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

                       COL CHINA ONLINE INTERNATIONAL INC.
                   ------------------------------------------
                   Name of Registrant as Specified in Charter

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 16, 2006                 By:     /s/   Chi Keung Wong
       ------------                    ----------------------------------------
                                        Chi Keung Wong, Chief Executive Officer
                                         and Chief Financial Officer