SECURITIES AND EXCHANGE COMMISSION

                               FORM 8-K

                            CURRENT REPORT

Pursuant to Section 13 of the Securities Exchange Act of 1934
Date of Report      July 17, 2000

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Item 2.  Disposition of Assets

     On July 17, 2000, all of the assets of Printing Associates
Incorporated, a New York Corporation (PA), were sold to Printing
Associates International, (PAI) LLC, a New York limited liability
company.  The transaction encompassed the purchase of the assets of
PA by PAI, and the assumption of liabilities of PA by PAI.  The
assets purchased include: printing equipment including presses and
cutters; vehicles; office equipment; lease agreements; purchase
agreements; employee and union agreements; and employee benefit and
health plans.  These assets are more fully described in the
Agreement for the Purchase of Assets, which is attached as Exhibit A
to this filing.

     The total consideration for the assets purchased by PAI was
$1,908,000, which was comprised of $1,000,000 in cash and $908,000
in a five year earn out agreement.  The earn out agreement is more
fully described in Exhibit A.

     The buyer, PAI, was led by S. James White, formerly Director
and President of PA, and by Victoria Danseglio, formerly Vice
President of Finance and Secretary of PA.


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


Online International Corporation


/s/ Moses L. Garson
________________________
Moses L. Garson,President and Director