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, 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
|X|         thereof, 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-KSB regarding the fiscal year ended June 30, 2006 (the
"Form 10-KSB"), the Company was late in finalizing its accounts and, therefore,
the Form 10-KSB 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


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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.

         At this time it is anticipated that significant changes in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements. However, due to the reasons stated above,
the Registrant does not have final audited financial statements for its most
recently completed fiscal year as of the date of this filing, and, therefore,
specific estimates regarding significant changes in results of operations cannot
be made at this time.

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

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

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