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):      X  Form 10-K and Form 10-KSB;        Form 20-F;
                -----                              ---
                     Form 11-K;     Form 10-Q and Form 10-QSB;      Form N-SAR
                -----           ---                             ---

              For Period Ended:  June 30, 2008
              ----------------

              _ 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.

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PART I: - REGISTRANT INFORMATION

                       COL China Online International Inc.
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                             Full Name of Registrant

                                       N/A
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                            Former Name if Applicable

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado 80014
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            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,
   X      will be filed on or before the  fifteenth  calendar day  following the
          prescribed  due date;  or the subject  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
Annual Report on Form 10-K regarding the fiscal year ended June 30, 2008 (the
"Form 10-K"), the Company was late in finalizing its accounts and the Form 10-K
and, therefore, the Form 10-K 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
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  (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


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(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 expects to report a net operating loss of approximately Rmb955,505
(US$139,047) for fiscal year ended June 30, 2008 compared to an operating loss
of Rmb2,151,466 for fiscal year ended June 30, 2007. The decrease in net
operating loss is primarily due to the termination of substantially all of the
Company's business activities during the Company's fiscal year 2008.

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

                       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:  September  29 , 2008             By: /s/Chi Keung Wong
       --------------------                 ------------------------------------
                                        Chi Keung Wong, Chief Executive Officer
                                        and Chief Accounting Officer


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