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   Filed by Automated Filing Services Inc. (604) 609-0244 - Online Innovatoin Inc. - SEC Response Letter

November 24, 2005

United States Securities and Exchange Commission
Division
of Corporation Finance
Washington, D.C.
USA 20549

Attention: Ms. Kristina Beshears Staff Accountant

    Re:
    Item 4.02 Form 8K

    Filed 10/19/05

    Your
      File No. 000-29285

Dear Ms Beshears,

This correspondence is in response to the letter dated October
28, 2005 regarding your comments on the above referenced matter. We have keyed
our responses to your comments as requested in your letter and they appear as
follows:

    1.

      We apologize sincerely for the confusion that this has
      caused. An amended 8K referencing our oversight for this matter was filed
      on November 1, 2005.

    2.

      Due the company’s size and the nature of its operations,
      the company’s business is operated almost entirely by its principal
      executive officer and principal financial officer, both of whom are
      directors of the company. These individuals process and oversee all
      transactions undertaken by the company and are responsible for record
      keeping in relation to those transactions. They work directly with the
      company’s auditors to prepare financial statements. As a result, they have
      direct control over all information relating to and disclosed by the
      company. All information regarding financial transactions is delivered to
      the company’s auditors who assist the company in determining, based on
      applicable accounting principles, what information should be disclosed in
      the company’s financial statements. The company’s management determined,
      based on management’s approach to making disclosure decisions as outlined
      above, that there was limited risk of disclosure errors and that
      management’s controls and procedures were therefore adequate. To the
      extent that disclosure errors have occurred, they may have been the result
      of reliance on the guidance of the company’s auditors as to which
      information required disclosure in the company’s financial statements. To
      the extent that this was the case, the company is having its auditors
      involved in the preparation of responses to your comments so that both the
      company and its auditors are aware of applicable disclosure requirements
      for future financial statements. We feel that any errors will be corrected
      in future filings if management and the company’s auditors are more
      diligent in discussing all of the disclosure put forth and making sure
      that all of the issues are accounted for in the financial statements. We
      again apologize for any confusion that these issues have caused and we
      remain committed to reporting all material facts in our filings and will
      strive to ensure that the company is compliant.

    Suite
      130 – 13151 Vanier Place
    Ph:
      [604] 669.7564      Toll Free: 1.877.900.2299

    Richmond, BC, Canada V6V 2J1
    Fx: [604] 669.7507  www.online-innovation.com

In connection with the above responses to your letter dated October
  28, 2005, the company acknowledges that:

    •

      The company is responsible for the adequacy and accuracy
      of the disclosure in the filings;

    •

      SEC staff comments or changes to disclosure in response
      to SEC 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.

Yours very truly,
Online Innovation, Inc.

    /s/ Marlene C. Schluter

    Marlene C. Schluter, Director

    Principal Financial Officer

    /s/ Chad D. Lee

    Chad D. Lee, Director

    Principal Executive Officer

      Suite 130 – 13151
        Vanier Place
      Ph: [604]
        669.7564      Toll Free: 1.877.900.2299

      Richmond, BC, Canada V6V 2J1
      Fx: [604] 669.7507  www.online-innovation.com