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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                 SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


                        GOLDONLINE INTERNATIONAL, INC.
                                NAME OF ISSUER


                         COMMON STOCK $.0001 PAR VALUE
                         TITLE OF CLASS OF SECURITIES



                                  38143P 20 1
                                 CUSIP NUMBER

                                JAMES G. GORDON
                                  111 RHODES
                              CONROE, TX   77301

                                 (936) 756-6888
                  NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS


                                 APRIL 26, 2000
              ----------------------------------------------------
              DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]


    Check the following box if a fee is being paid with this statement. [ ]
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CUSIP NO. 38143P 20 1

1.    Name of Reporting Persons                                James G. Gordon
      Tax Identification Number                                  ###-##-####

2.    Check the Appropriate Box if a Member                           (a){   }
      of a Group. (See instructions)                                  (b){   }

3.    SEC Use Only

4.    Source of Funds                                                        OO

5.    Check if Disclosure of Legal Proceedings
      is Required pursuant to Items 2(d) or 2 (e)                        {   }

6.    Citizenship or Place of Organization                         United States


                                    (7)   Sole Voting Power           67,500,000
Number of Shares Beneficially       (8)   Shared Voting Power
Owned by Each Reporting Person      (9)   Sole Dispositive Power      67,500,000
With:                               (10)  Shared Dispositive
                                          Power


11.   Aggregate Amount Beneficially Owned                             67,500,000
      By Each Reporting Person

12.   Check if the Aggregate Amount
      in Row 11 Excludes Certain Shares                                  {    }

13.   Percent of Class Represented                                        75.08%
      by Amount in Row 11

14.   Type of Reporting Person                                              IN
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CUSIP NO. 38143P 20 1

ITEM 1.     SECURITY AND ISSUER.

     The class of equity securities to which this statement relates is the
common stock, $0.0001 par value (the "Stock"), of Goldonline International,
Inc., a Delaware corporation ("GDOL"). The executive offices of Goldonline
International, Inc. are located at 111 Rhodes, Conroe, TX 77301.


ITEM 2.     IDENTITY AND BACKGROUND.

     This statement is filed by James G. Gordon ("Gordon"). The business address
of Gordon is 111 Rhodes, Conroe, TX 77301. Gordon is president and CEO of GDOL,
and has served in that capacity since June 10, 1999.

     During the last five years, Gordon has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.


     On June 10, 1999, Gordon acquired 67,500,000 shares (the "Shares") of
GDOL's Common Stock pursuant to the terms of that certain Stock Purchase
Agreement dated June 10, 1999, between GDOL and Gordon. Pursuant to the Stock
Purchase Agreement, Gordon received the Shares in exchange for 90% of the
outstanding capital stock of Con-Tex Silver Imports, Inc., a Texas corporation
which Gordon had owned.

ITEM 4.     PURPOSES OF TRANSACTION.

     The acquisition of Stock reported herein was made to obtain an equity
interest in Goldonline International, Inc. Gorodn intends from time to time,
depending upon market conditions, the state of affairs of GDOL and of the
business in which it is engaged and other factors, to acquire additional shares
of Stock subject to applicable laws, but Gordon may determine to sell all or a
portion of the shares of Stock that he now owns or hereafter may acquire. Gordon
intends to continue to consider his equity interests in GDOL and reserve the
right to formulate such plans or proposals, and to take such action, as may seem
appropriate in the circumstances existing at any future date.

     Except as set forth above, Gordon has no present plans or proposals which
would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
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ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.


     (a) At the close of business on April 26, 2000, Gordon beneficially owned
67,500,000 shares of Stock, or approximately 75.08% of the 89,902,408
outstanding shares of Stock of GDOL as reported by GDOL in its Form 8-K filing
dated April 26, 2000.

     (b) Gordon has sole voting and dispositive power with respect to 67,500,000
of the shares of Stock disclosed in Item 5(a) above.

     (c) Gordon has not sold any shares of Stock during the past sixty days.

     (d) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.


     There are no securities that are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
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CUSIP NO. 38143P 20 1


                                   SIGNATURE


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED:      November 6,  2000


                                              /S/ JAMES G. GORDON
                                              -------------------
                                                  JAMES G. GORDON