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, 2004
_ 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,
will be filed on or before the fifteenth calendar day following the
[X] 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 the CEO of the Registrant has been traveling in different continents for
business purposes, the Registrant's Quarterly Report on Form 10-QSB regarding
the quarter ended March 31, 2004 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.
Anthony Ng (416) 493-4641
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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
(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.
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The Registrant's Total Revenues decreased from approximately Rmb599,810
(US$72,380) for the three months ended March 31, 2003 to approximately Rmb39,092
(US$4,717) for the three months ended March 31, 2004 and from approximately
Rmb918,606 (US$110,849) for the nine months ended March 31, 2003 to
approximately Rmb104,731 (US$12,638) for the nine months ended March 31, 2004.
The decrease is attributable to a decrease in revenues for marketing fees,
business service, computer network installations, and kiosk solution project
management resulting from a change in business operations. An overall decrease
exists despite an increase in telecommunication revenues due to a change in
business operations.
Other income increased from approximately Rmb70,538 (US$8,512) for the three
months ended March 31, 2003 to approximately Rmb75,484 (US$9,109) for the three
months ended March 31, 2004. Other income decreased from approximately
Rmb907,208 (US$109,474) for the nine months ended March 31, 2003 to
approximately Rmb77,874 (US$9,397) for the nine months ended March 31, 2004. The
decrease is primarily a result of a non-recurring transaction related to the
disposal of the Registrant's Wuhan operation in July 2002.
The Registrant's general and administrative expenses decreased from
approximately Rmb2,067,594 (US$249,498) for the three months ended March 31,
2003 to approximately Rmb1,721,380 (US$207,721) for the three months ended March
31, 2004. This decrease in expenses is primarily attributable to the disposal of
the Registrant's Wuhan operations and the ceasing of its related business.
Amortization and depreciation expense for the three months ended March 31, 2004
decreased to approximately Rmb142,531 (US$17,199) from approximately Rmb164,514
(US$19,852) for the three months ended March 31, 2003. Amortization and
depreciation expense increased from approximately Rmb441,844 (US$53,317) for the
nine months ended March 31, 2003 to approximately Rmb 485,726 (US$58,613) for
the nine months ended March 31, 2004. This increase results from additional
fixed assets which are being employed for business operations.
Cost of sales decreased for the three months ended March 31, 2004 to
approximately Rmb166,520 (US$20,094) from approximately Rmb632,801 (US$76,361)
for the three months ended March 31, 2003. This decrease is primarily
attributable to the disposal of the Registrant's Wuhan operations and the
ceasing of the Registrant's related ISP business as well as to a reduction in
the Registrant's telecommunication-related sales and services.
Net losses for the three months ended March 31, 2003 were approximately
Rmb2,194,561 (US$265,364) compared to net losses of approximately Rmb1,881,206
(US$227,007) for the three months ended March 31, 2004. Net losses for the nine
months ended March 31, 2003 were approximately Rmb6,737,572 (US$813,019)
compared to approximately Rmb6,143,645 (US$741,360) for the nine months ended
March 31, 2004. The Registrant continues to experience net losses as it works to
more fully develop its services.
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COL CHINA ONLINE INTERNATIONAL INC.
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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 18, 2004 By: /s/ Anthony Ng
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Anthony Ng, Chief Executive Officer
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