UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                   For the fiscal year ended November 30, 2006

                                       OR
[_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

           For the transition period from __________ to ______________

                        Commission File Number 333-133347

                             ONLINE ORIGINALS, INC.
             (Exact name of registrant as specified in its charter)


            Nevada                                       98-0479983
-------------------------------                 ------------------------------
State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization                        Identification No.)

               RPO 163 Sorrento, British Columbia, Canada, V0E 2W0
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (604) 313-9781


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<S>                                                                    <C>
Securities registered under Section 12(b) of the Exchange Act:
             Title of each class                                       Name of each exchange on which registered
                     None                                                                None
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Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. __Yes   _X_No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ___X____

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes __ No _X__

Net revenues for its most recent fiscal year: $314

Aggregate  market  value of the  voting  common  equity  held by  non-affiliates
computed  by  reference  to the price at which the common  equity was sold as of
February 28, 2007: $70,000

Number of common voting shares outstanding as of February 28, 2007: 3,200,000

                                       1

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe  them and identify  the part of the Form 10-KSB (e.g.  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant  to Rule  424(b)  or (c) of the  Securities  Act of  1933.  The  listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

         Transitional Small Business Disclosure Format (Check one): [_] Yes
[X] No

         DOCUMENTS  INCORPORATED BY REFERENCE - SB2 Registration Statement filed
on April 18, 2006, and Form 10 QSB filed on October 16, 2006 and as described in
this Form 10-KSB annual report.









                                       2

<PAGE>


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                                TABLE OF CONTENTS

                                                                                                           Page

<S>                                                                                                        <C>
PART I
Item 1.  Description of Business                                                                              4
Item 2.  Description of Properties                                                                            9
Item 3.  Legal Proceedings                                                                                    9
Item 4.  Submission of Matters to a Vote of Security Holders                                                  9

PART II
Item 5.  Market For Registrant's Common Equity and Related Stockholder Matters                                9
Item 6.  Management's Discussion and Analysis or Plan of Operation                                           12
Item 7.  Financial Statements and Supplementary Data                                                         15
Item 8.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                27

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons                                        27
Item 10. Executive Compensation                                                                              28
Item 11. Security Ownership of Certain Beneficial Owners and Management                                      29
Item 12. Interest of Management and Others in Certain Transactions                                           30
Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8 -K                                    30
Item 14. Principal Accountant Fees and Services                                                              30
Signatures                                                                                                   32
</TABLE>






                                       3

<PAGE>

                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

We incorporated as Online Originals, Inc. (hereinafter referred to as Online) on
November 18th, 2005 in the State of Nevada. Our principal  executive offices are
located at 2015 Eagle Bay Road, Blind Bay, British  Columbia,  Canada,  V0E 2W0.
Telephone  number is (604) 313-9781.  Our Company's  fiscal year end is November
30.

We are in the process of establishing a business, which provides a website where
members and customers are able to bid on and purchase  pieces of art. Our target
cliental is the artistic community and those who enjoy purchasing, learning, and
discussing   art.   We  are  in  the  process  of   developing   an  online  art
gallery/auction  house  where  members are able to bid and  purchase  art pieces
online.  Currently  the art  available  are from  Online  Original's  inventory.
However, we also intend to solicit pieces from artists,  art owners, and members
of the site,  as well as one-time  users  looking to sell a single piece through
our gallery/auction  website.  The website,  www.artbyonlineoriginals.com,  will
showcase many varieties of art ranging from  paintings,  drawings,  prints,  and
sculptures.  We intend to bring  together  artists and art  enthusiasts  who are
purely  interested  in art.  The  website  will  allow  people to read about the
artists,  past  sales  and  reviews,  quality  of  service,  and  other  aspects
individuals  want to know before doing business over the Internet.  Members will
have the ability to interact  with other members in an open forum or online chat
room on our website. We intend to develop a community of art enthusiasts through
this site that will have  profiles  of other  members and  member's  comments on
other sellers so individuals feel comfortable purchasing online.

As we continue to develop our website,  we will showcase  original pieces of art
from unknown artists in the industry as well as established artists. Prints will
also be available for individuals looking for a piece that can otherwise only be
found in a gallery.  We will  continually  add to our  collection of art pieces,
following the demand of the members and listening to what they are looking for.

Buyers are able to purchase art pieces from the website using different forms of
payment. We are focusing on buyers and art collectors who are using the Internet
to find what they are looking for.  Members are able to enter the  website,  log
into their account and see pieces that will be featured for the week. A dialogue
on the pieces giving the history and description will act as an educational tool
and  encourage  individuals  to visit  the site  frequently.  Featured  artists,
periods  of time,  and  styles  will all be part of these  weekly  features.  We
believe  that  having  these  aspects on the site will boost  participation  and
facilitate community.

Principal Products and Services
-------------------------------
We are  developing an online art  gallery/auction  house that allows members and
users to purchase original art pieces online. We currently offer prints that are
part of Online Original's inventory.  Inventory pieces owned by the company have
been  purchased  at  wholesale  prices  in lots,  to be sold at  retail  prices.
Eventually the available artwork will include paintings,  drawings,  prints, and
sculptures  from  artists,  art owners and  members of the site.  Members of the
site, one-time users and we will sell these pieces. Fees and commissions will be
charged for the services we provide.

As we continue to develop our site,  we will also  include a member's  only area
where individuals will have access to educational  material,  special sales, and
useful  information  about what is happening in the art community.  Members will
have the ability to interact with other members and sellers,  giving a community
feel to the website. Monthly membership fees will be charged.

The Market
----------
Our primary  target market is North  America,  but we will be pleased to provide
service to members and clients around the world. The key demographic that we are
targeting will be art purchasers and art  enthusiasts - individuals of all ages,
races and social  structures.  We will market to them  primarily  through online
marketing.  Internet  marketing  will be used as the  primary  source  to  bring

                                       4

<PAGE>

traffic to the website.  Other websites  offer  programs for businesses  whereby
advertising  is based on a pay per click format  rather than a weekly or monthly
bases.  The result is that the  marketing  and  promotions  that we are doing is
highly focused, and cost effective. Print and direct mail make up the other area
of marketing and promotions we will place in art magazines,  art stores, and art
galleries and theaters.

Competition and Competitive Strategy
------------------------------------
Since we are presently unknown in the industry,  our competitive position is not
measurable.

There are various  shops and stores that sell art. Our strategy is to make it as
easy as possible for  consumers to purchase art pieces  without  having to leave
the comfort of their home.  Rather than spend time going to  different  shops in
search of a specific  item,  our members will have the ability to view thousands
of available art pieces from their home computer.

There are many auction  houses on the  Internet,  but few, we believe,  that are
focused on our same area. We intend to be differentiated from the other websites
by offering services specifically to art purchasers and art enthusiasts. Members
will be able to narrow their  searches by artist,  style and/or year. We believe
this strategy will give us a competitive advantage.

Distribution
------------
Initially we will market  through  several key forms of  advertising.  The first
will be through online pay-per click  advertising.  The cost of such advertising
is based  on the  popularity  of  search  words  and how  prominent  we want our
advertisement to be. We will only pay for advertising when individuals  click on
the advertisement. We believe this form of advertising is much more specific and
cost effective than a newspaper ad or other forms of advertising.

We will do cross  promotions  with other  websites  who are  targeting  the same
groups.  By having a strong presence on the Internet,  costs will remain low and
cross promotions will allow our name and services to reach a wide audience.

We also plan to participate in special interest mailing lists to gain visibility
among targeted  audiences as well as generate  traffic for the website.  Special
interest  mailing lists are not direct  lists,  but instead are similar to email
newsletters or on-going  dialogues  dedicated to special  interests.  We plan to
send  E-mail  messages to  specific  mailing  lists  targeting  the  individuals
currently viewing art and showing a visible interest in art.

We plan to participate  in industry  related  newsgroups to gain  visibility and
develop relationships with targeted markets.

Finally, we will seek to create a media presence and work towards establishing a
name for itself in the  artistic  community.  Print and direct mail of marketing
and  promotions  and  will be  placed  in art  magazines,  art  stores,  and art
galleries and theaters.

Sources and Availability of Products and Supplies
-------------------------------------------------
Our inventory will come from creative  artists.  These  individuals  will supply
original  art. We intend to showcase the works of art on the website for sale to
other artists and buyers and will offer advertising/promotional services for new
works being introduced.

Dependence on One or a Few Major Customers
------------------------------------------
We are not dependant on one or a few  customers  because our website will target
all art purchasers and art enthusiasts who have access to the internet.

Patent, Trademark,  License & Franchise Restrictions and Contractual Obligations
--------------------------------------------------------------------------------
& Concessions
-------------
There are no inherent factors or circumstances associated with this industry, or
any of the  products or services  that we plan to provide  that would give cause
for any patent,  trademark or license  infringements or violations.  We have not

                                       5
<PAGE>

entered into any franchise  agreements or other  contracts  that have given,  or
could give rise to obligations or concessions.  This is original art and we will
recognize the artists and copy rites if and when they are necessary.

Governmental Controls and Approvals
-----------------------------------
In regards to both the retail and the customer  service aspects of our business,
the major area for government  control or need for government  approval would be
local  business  licensing.  All of the products  being offered for sale will be
purchased  from  reputable  artists and  suppliers  and will carry the necessary
government and industry standard approvals. We do not intend to promote products
or services of any business that are restricted in Canada and the United States.

Existing or Probable Government Regulations
-------------------------------------------
Other than the licensing  requirements discussed above, there are no other types
of  government  regulations  existing  nor are we aware of any such  regulations
being contemplated that adversely affect our ability to operate.

Research and Development Activities and Costs
---------------------------------------------
We do not have any plans for  research and  development  during the term of this
offering.

Compliance with Environmental Laws
----------------------------------
There  are no  environmental  laws  that  have  been  enacted,  nor is  there an
awareness  of any such laws being  contemplated  for the  future,  that  address
issues specific to our business.

Employees
---------
We have no  employees  at the present  time.  The  officers  and  directors  are
responsible  for all  planning,  developing  and  operational  duties,  and will
continue to do so throughout the early stages of growth. There are no intentions
of hiring employees until the business has been successfully  launched and there
is sufficient,  reliable revenue flowing into our company from  operations.  The
officers and directors  will do whatever work is necessary to bring the business
to the point of having positive cash flow. Human resource  planning will be part
of an ongoing  process that will include  constant  evaluation of operations and
revenue  realization.  In any case,  management  has no  intention of hiring any
employees during the first year of operations

Risk Related to our Business
----------------------------
You  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained herein as well as the information included in this Annual
Report in evaluating  our business and  prospects.  The risks and  uncertainties
described  below are not the only  ones we face.  Additional  unknown  risks and
uncertainties,  or that we currently believe are immaterial, may also impair our
business  operations.  If any of the  following  risks  occur,  our business and
financial  results  could be harmed.  You should refer to the other  information
contained in this Annual  Report,  including  our financial  statements  and the
related notes.

Our Business Plan and Concept are Unproven and the Ability to Commence
----------------------------------------------------------------------
Significant Operations is Questionable.
--------------------------------------
We are unaware of any other business that operates or has operated with the same
or similar business  purpose as outlined in this  prospectus.  We have no way to
judge  whether or not the business plan is viable.  Therefore,  an investment in
our  company is very  risky,  as the  business  model  cannot be compared to any
similar operations.

Our Failure to Secure  Additional  Financing  Will Limit our Ability to Commence
--------------------------------------------------------------------------------
Operations  and Thereafter  Continue  Operations.
------------------------------------------------
We will  require  financing  in  addition to the funds we hope to raise from the
sale  of  shares  offered  under  this  prospectus  in  order  to  commence  our
operations.  Such  financing,  if  required,  may  not be  forthcoming.  Even if
additional  financing  is  available,  it may not be  available on terms we find
favorable.  Failure to secure the needed additional financing may have a serious
effect on our ability to  commence  its  operations  or  thereafter  to continue
operations.

                                       6
<PAGE>

Unproven  Profitability  Due to Lack of Operating History Makes an Investment in
Our  Company an  Investment  in an  Unproven  Venture.  We formed the Company on
November  18th 2005. As of this date,  we have just begun  operation,  have very
modest revenues,  and have few assets. We have a lack of operating history,  and
the revenue and income  potential  of our  business  is  unproven.  If we cannot
successfully  implement the business strategies,  we may not be able to generate
sufficient revenues to operate profitably. Since our resources are very limited,
insufficient revenues may result in termination of operations, as we cannot fund
unprofitable operations, unless additional equity or debt financing is obtained.

Difficulty for Our Stockholders to Resell Their Stock Due to a Lack of Public
-----------------------------------------------------------------------------
Trading Market
--------------
There is  presently no public  trading  market for our common  stock,  and it is
unlikely that an active public trading market can be established or sustained in
the foreseeable  future.  We intend to have our common stock quoted on the OTC /
Bulletin Board as soon as practicable.  However,  there can be no assurance that
our  shares  will be  quoted  on the OTC /  Bulletin  Board.  Until  there is an
established trading market, holders of our common stock may find it difficult to
sell their stock or to obtain  accurate  quotations  for the price of the common
stock.  If a market  for our  common  stock  does  develop,  stock  price may be
volatile.

Our Independent Auditors' Report States that there is a Substantial Doubt that
------------------------------------------------------------------------------
we will be able to Continue as a Going Concern.
----------------------------------------------
Our  independent  auditors  Schumacher  & Associates  Inc., a Registered  Public
Accounting Firm, state in their audit report,  dated March 7, 2007, and included
with this prospectus,  that the Company has minimal business  operations to date
and has losses to date of approximately  $17,000,  which raise substantial doubt
about its ability to continue as a going concern.

Securing artists under contract, which we have not done to date, is critical to
-------------------------------------------------------------------------------
our ability to have art for sale on the Internet or in our galleries.
--------------------------------------------------------------------
Securing  one or more  artists  under  contract to sell their  works  through us
involves  a  number  of  important  steps:
        --  Establishing sufficient brand recognition to attract the attention
            of artists;
        --  Offering sufficient financial incentives and marketing resources as
            to attract appropriate artists;
        --  Successfully contracting with and keeping under contract appropriate
            artists together with their significant works

Identifying and contracting  with  appropriate  artists  involves the successful
execution of the above steps,  which requires  capital and human  resources.  We
have not made any efforts to put artists under contract to date. We may not have
sufficient capital or human resources to successfully accomplish these steps. If
we fail to identify,  contract with and retain appropriate  artists, we will not
have a successful product offering and will not attract customers,  without whom
we will not derive revenues and will be unable to continue operations.

We must build a website  and  retail  gallery in order to be able to sell art to
--------------------------------------------------------------------------------
the public or we will not be able to derive any revenue.
-------------------------------------------------------
In order to establish these venues to market works of art we must establish;
        --  An Internet website highlighting all of our contracted artists and
            their works for sale;
        --  E-commerce capability on our Internet website so that we can sell
            art directly to online customers for delivery to their homes or
            offices;
        --  Retail galleries in leased locations which are appropriate to the
            demographics of our customers.

All of these  projects  are in the  early  stages  of  development  and  require
substantial  time and resources to complete.  All that we have  accomplished  to
date on our website is to launch our basic interim  website,  which features our
current art inventory.  We hope this website can generate  sufficient capital to
develop our planned auction and e-commerce website. In addition, we may sell our
art inventory through other means in order to raise the necessary capital.  This
may include selling our art on e-Bay or through other galleries. Although we are
in negotiations  with other galleries,  we currently do not have any preliminary
agreement with any gallery.  In addition,  we currently do not have the funds to
open a retail gallery.

We must acquire staff with skill sets to implement our business, or we will not
-------------------------------------------------------------------------------

                                       7
<PAGE>

be able to execute our business plan.
------------------------------------
We do not currently  have the resources or staff to complete all of the projects
listed above and may not develop the technical,  financial or human resources to
complete these projects. Without completing these projects successfully, we will
not have a mechanism  for revenue and we will  therefore not derive any revenue.
Without revenue, we will quickly consume our available cash and may be forced to
cease operations.

Our Initial  Reliance on the limited  features  of a  low-budget  website  could
result in an  unsatisfactory  customer  experience and failure of our e-commerce
model.

Failure to develop the audience or to convert the audience to purchasers will
-----------------------------------------------------------------------------
result in insufficient sales and revenue and we may not be able to sustain
--------------------------------------------------------------------------
operations.
----------
We expect that many of the same factors that will influence potential purchasers
to visit our retail or online galleries will also control their  purchasing.  We
may not be successful  in achieving  either of these ends without being able to:
        --  Drive collectors and investors to an auction and e-commerce Internet
            site which we plan to build;
        --  Sign kinds of artists and works under contract that will appeal to
            our customer demographic, both online customers and retail store-
            front customers;
        --  Establish and enhance our infrastructure to handle a large amount of
            artists and their artwork;
        --  Continue to research and develop precise locations for our
            galleries;
        --  Diversify our product offerings to appeal to a more diverse range of
            art collectors and investors.

Our investment in these programs will require substantial amounts of cash, which
may not be available.  Such  expenditures  will affect  adversely our short-term
profitability.  In  the  interim  when  funds  are  low,  we  have  developed  a
scaled-down  version of our planned  Internet site. We may fail to  successfully
implement  these programs or otherwise  fail to develop a qualified  audience of
purchasers.  Such a  failure  would  impact  revenues  adversely,  and cause our
business to suffer.  Without sufficient revenues,  we will be unable to fund our
ongoing operations and would have to cease operations.

We may not be able to compete  effectively against dominant companies in the art
--------------------------------------------------------------------------------
gallery or the online art sales business  because we lack the equipment,  staff,
--------------------------------------------------------------------------------
strategic alliances and experience.
----------------------------------
There are numerous, well-financed competitors who offer artwork for sale through
galleries  and/or web sites which will directly compete with us for new artists,
art collectors and art investors.  Several  competitors have larger staffs, more
resources,  more  strategic  alliances,  more  sophisticated  equipment and more
experience in the field of providing  collectable artwork and accessories to the
public  than  we  do.  These  competitors  include:
        --  P and C Art
        --  Herndon Galleries
        --  Galleria De Sorrento
        --  Art.com
        --  Artvest.com

We  have  not  demonstrated  that  we can  compete  successfully  against  these
competitors  and we may  not be  able  to in the  future.  If we are  unable  to
effectively  compete  in the art  industry,  our  results  would  be  negatively
affected, we may be unable to implement our plan and we might ultimately fail.

If  essential  Officers,  Ms.  Gaye Adams and Mr.  Greg  Adams,  leave  prior to
--------------------------------------------------------------------------------
securing a replacement, the company will be left without management or employees
--------------------------------------------------------------------------------
and its business operations would cease.
---------------------------------------
Our chief  executive  officer and  secretary  are entirely  responsible  for the
development  and  execution  of our  business.  They are  under  no  contractual
obligation  to remain  employed by us. If they should choose to leave us for any
reason before we have hired additional  personnel,  we will fail. Even if we are
able to find additional personnel, it is uncertain whether we could find someone
who could  develop the body of artists,  complete the website and secure  retail
gallery space for us. We will fail without an appropriate replacement.

Our management has no prior  experience in running an art gallery or an internet
--------------------------------------------------------------------------------
business and therefore may not be able to successfully manage the development or
--------------------------------------------------------------------------------
growth of our company in either field.
-------------------------------------
Our  management  has no  experience  in  running an art  gallery or an  internet
business.  Although Gaye Adams has some limited  experience in purchasing art on
the open market,  this  experience  may not be useful in purchasing  art for the
retail market.  Both retail art and internet business present serious managerial
and  operational  challenges.  Our  inexperience  may  cause us to make  serious

                                       8
<PAGE>

mistakes in the development or  implementation  of our business plan which could
make it impossible for us to profitably  purchase and offer art for sale, either
in galleries or on the Internet. Our management may be unable to develop or grow
a business in this field due to its inexperience.


ITEM  2.     DESCRIPTION OF PROPERTY.

Online does not own any property, real or otherwise. For the first year, we will
conduct our  administrative  affairs from the office  located in the home of our
President, at no cost to our company.

We do not have any plants and have minimal  equipment  for the  operation of our
business.

We do not have any investments or interests in any real estate.

ITEM 3.     LEGAL PROCEEDINGS.

We  are  not a  party  to  any  legal  proceedings,  nor  are  we  aware  of any
contemplated or pending legal proceedings against us.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We have not yet held a stockholders  meeting,  or submitted matters to a vote of
stockholders

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

No market  currently  exists for our securities and there is no assurance that a
regular trading market will develop, or if developed, that it will be sustained.
We are currently in the process of  attempting to obtain a trading  symbol under
which our shares can be posted for trading on the OTC Bulletin Board. No trading
symbol has yet been assigned.  Therefore, a shareholder will likely be unable to
resell  our  common  shares  should he or she  desire to do so,  until we obtain
approval to trade publicly and a regular trading market  develops.  Furthermore,
it is unlikely that a lending  institution will accept our securities as pledged
collateral for loans until a regular trading market develops.

Of the  3,200,000  shares of common stock  outstanding  as of February 15, 2007,
2,500,000 shares were owned by our officers,  directors and affiliates,  and may
only be resold in compliance with Rule 144 of the Securities Act of 1933.  These
shares are  available  for resale to the public on November  28, 2006 subject to
the volume and trading  limitations  of Rule 144 of the Act.  In general,  under
Rule 144, as currently in effect, a person who has beneficially  owned shares of
a  company's  common  stock for at least one year is entitled to sell within any
three month period a number of shares that does not exceed the greater of: 1% of
the number of shares of our common stock then  outstanding  which, in this case,
will equal approximately  32,000 shares; or the average weekly trading volume of
our common stock during the four calendar weeks preceding the filing of a notice
on form 144 with respect to the sale.

We have no outstanding options or warrants, or other securities convertible into
common stock.

At February 28, 2007, there were 42 shareholders of record.

Rules Governing  Low-Price Stocks that May Affect Our  Shareholders'  Ability to
Resell Shares of Our Common Stock

Once a  trading  symbol  is  assigned,  quotations  on the  OTCBB  will  reflect
inter-dealer prices, without retail mark-up,  markdown or commission and may not
reflect  actual  transactions.  Our common stock may be subject to certain rules

                                       9
<PAGE>

adopted by the SEC that  regulate  broker-dealer  practices in  connection  with
transactions  in "penny  stocks".  Penny stocks  generally are securities with a
price of less than $5.00,  other than securities  registered on certain national
exchanges or quoted on the Nasdaq  system,  provided that the exchange or system
provides  current price and volume  information  with respect to  transaction in
such  securities.  The additional  sales  practice and  disclosure  requirements
imposed upon  broker-dealers  are may discourage  broker-dealers  from effecting
transactions  in our shares which could severely  limit the market  liquidity of
the shares and impede the sale of our shares in the secondary market.

The penny stock rules require broker-dealers,  prior to a transaction in a penny
stock  not  otherwise  exempt  from the  rules,  to make a  special  suitability
determination  for the purchaser to receive the  purchaser's  written consent to
the transaction prior to sale, to deliver standardized risk disclosure documents
prepared by the SEC that provides  information about penny stocks and the nature
and  level of risks in the  penny  stock  market.  The  broker-dealer  must also
provide the customer with current bid and offer  quotations for the penny stock.
In addition,  the penny stock regulations  require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market,  unless the  broker-dealer or the
transaction is otherwise  exempt.  A broker-dealer  is also required to disclose
commissions  payable to the broker-dealer and the registered  representative and
current  quotations for the securities.  Finally, a broker-dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

Dividends

We have not declared any cash  dividends,  nor do we intend to do so. We are not
subject to any legal  restrictions  respecting the payment of dividends,  except
that they may not be paid to render us insolvent.  Dividend policy will be based
on our cash  resources and needs and it is  anticipated  that all available cash
will be needed for our operations in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

Online  Originals,  Inc. has sold securities within the past three years without
registering  the  securities  under the  Securities  Act of 1933 on two separate
occasions.

Ms. Gaye Adams purchased by subscription  1,800,000  shares of common stock from
our company on November 18th, 2005 for $18,000.  No underwriters  were used, and
no  commissions  or other  remuneration  was paid  except  to the  company.  The
securities  were sold in reliance on Regulation D, Section 504 of the Securities
Act of  1933.  Ms.  Adams  shares  continue  to be  subject  to Rule  144 of the
Securities Act of 1933.

On November 28th,  2005, a private  offering was completed,  under which 700,000
shares of common stock were sold by  subscription  at a price of $0.01 per share
to one (1) shareholder for $7,000. No underwriters were used, and no commissions
or other remuneration were paid except to the company.  The securities were sold
in reliance on  Regulation  D, Section 504 of the  Securities  Act of 1933.  All
shareholders continue to be subject to Rule 144 of the Securities Act of 1933.

We qualified for an exemption from registration  under Rule 504 in both of these
issuances since it is not subject to the reporting requirements of Section 13 or
15(d) of the  Securities  Act of 1933,  is not an investment  company,  it had a
specific  business plan at the time it sold the  securities,  it was not a blank
check company, as that term is defined in Rule 419(a)(2) of Regulation C or Rule
504 (a)(3) of Regulation D of the  Securities  Act of 1933.  Neither our company
nor any person acting on its behalf offered or sold any of the securities by any
form of general  solicitation  or general  advertising.  The securities sold are
restricted  shares;  the purchasers were informed that the securities  cannot be
resold without the securities  being registered under the Securities Act of 1933
or an  exemption  there from.  We exercised  reasonable  care to assure that the
purchases were not underwritten  within the meaning of section 2(a) (11) of this
Act including  but not limited to the  placement of a restrictive  legend on the
certificates  representing the shares, and the aggregate offering price was less
that $1,000,000.

                                       10
<PAGE>

SALE OF REGISTERED SECURITIES AND USE OF PROCEEDS

On May 12, 2006 our Registration  Statement on Form SB-2, commission file number
333-133347,  became  effective,  enabling  us to offer up to  700,000  shares of
common stock of our company at a price of $0.10 per share.  On July 21, 2006, we
accepted  subscriptions  for the entire  offering from 40  investors,  raising a
total of $70,000,  less offering costs of approximately  $14,500.  There were no
underwriters for this offering.

We did not pay any  underwriting  discounts or  commissions,  finders'  fees, or
expenses to  underwriters.  We did not make any direct or  indirect  payments to
directors, officers, general partners of the issue or their associates or to any
persons  owning  10% or  more  of  any  class  of  equity  securities  or to any
affiliates.

As of the date of this Form 10 KSB Annual Report, there are 3,200,000 issued and
outstanding  shares of common  stock of which  2,500,000  shares are held by our
officers and directors.

The  proceeds  from  our  offering  are to be  used to fund  our  operations  as
described in the SB-2 offering document incorporated for reference herein and as
described in the annual report. See Item 1 "Description of Business" and Item 16
"Plan of Operation".

Following  is the use of proceeds for actual  expenses  incurred for our account
from May 12,  2006 to November  30, 2006 in  connection  with the  issuance  and
distribution of the securities:
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
              Expense                    Amount of direct or indirect        Amount of direct or indirect
                                        payments to directors, officers,        payments to others
                                            general partners, 10%
                                      shareholders or affiliates of the
                                                    Issuer
------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>
Transfer agent                                        0                                 $1,400
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

The costs of the  offering  described  above were paid  directly  from  existing
working capital.

Following  is a  table  detailing  the use of net  offering  proceeds  from  the
offering of the securities to November 30, 2006.
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
              Expenses                   Amount of direct or indirect        Amount of direct or indirect
                                        payments to directors, officers,         payments to others
                                            general partners, 10%
                                      shareholders or affiliates of the
                                                    Issuer
------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>
Legal and Accounting                                 $ 0                                $  16,060
------------------------------------- ----------------------------------- -----------------------------------
Inventory                                            $ 0                               $    2,660
------------------------------------- ----------------------------------- -----------------------------------
Website Development                                  $ 0                               $    4,048
------------------------------------- ----------------------------------- -----------------------------------
Administration                                       $ 0                              $       436
------------------------------------- ----------------------------------- -----------------------------------
Misc. costs                                          $ 0                               $    2,648
------------------------------------- ----------------------------------- -----------------------------------
Total                                                $ 0                                $  25,852
                                                                                        ---------
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

DESCRIPTION OF SECURITIES

Common Stock

We are  authorized to issue up to 75,000,000  shares of Common Stock,  $.001 par
value.  At  present,  we are not  authorized  to issue  any  series or shares of
preferred  stock.  The holders of our Common  Stock are entitled to one vote per
share held and have the sole  right and power to vote on all  matters on which a
vote  of  stockholders  is  taken.  Voting  rights  are  non-cumulative.  Common
stockholders are entitled to receive  dividends when, as, and if declared by the
Board of Directors,  out of funds legally  available  therefore and to share pro
rata in any distribution to stockholders. Upon liquidation,  dissolution, or the

                                       11
<PAGE>

winding up of our Company,  common  stockholders are entitled to receive the net
assets of our Company in proportion to the  respective  number of shares held by
them after  payment of  liabilities  which may be  outstanding.  The  holders of
Common Stock do not have any  preemptive  right to subscribe for or purchase any
shares of any class of stock of the Company.  The  outstanding  shares of Common
Stock will not be subject to further call or  redemption  and are fully paid and
non-assessable.  To the extent that  additional  common  shares are issued,  the
relative interest of existing stockholders will likely be diluted.

Stock Purchase Warrants

None.

Stock Purchase Options

None.


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

We have  generated  only $314 in revenues  from the sale of  products  since the
inception of our company. The foregoing analysis should be read jointly with the
financial  statements,  related notes,  and the cautionary  statement  regarding
forward-looking statements, which appear elsewhere in this filing.

Plan of Operation for the Next Twelve Months

The following discussion of the plan of operation,  financial condition, results
of  operations,  cash flows and  changes in  financial  position  of our Company
should be read in  conjunction  with our most recent  financial  statements  and
notes  appearing  elsewhere in this Form 10-KSB;  our  Quarterly  Report on Form
10-QSB filed on October 13, 2006,  and our  Registration  Statement on Form SB-2
filed on April 18, 2006.

Prior to the public offering of stock, our principal  activities  consisted only
of initial  organizational  activities  and the issuance of common shares to our
original affiliate  shareholders.  On May 12, 2006 our Registration Statement on
Form SB-2 was declared effective,  enabling a registration offering of a maximum
of 700,000  common  shares at a price of $0.10 per share.  On July 21, 2006,  we
accepted subscriptions for 700,000 shares from 40 investors,  raising a total of
$70,000,  less offering costs of approximately  $14,500. At present,  our common
shares are not  posted  for  trading  or listed on any  exchange.  2,500,000  of
3,200,000  outstanding  common shares are currently held by our officers  and/or
directors.

This offering  placed  approximately  $55,500 into our treasury,  allowing us to
proceed  with  our  Plan  of  Operation  as set  out in our  prospectus,  and in
accordance  with the budget set out for our corporate  operations for the twelve
months commencing August 1, 2006.

We have just begun  operations;  the sale of membership and inventory  items has
begun. We do not have any full-time  employees at the present time. We intend to
operate with very limited  administrative  support, and our current officers and
directors  will  continue to be  responsible  for all planning,  developing  and
operational  duties,  without  compensation,  for at  least  the  first  year of
operations.  This will enable us to preserve  capital during the early stages of
company development.


Milestones

Our first  priority  continues to be the  development of a website which will be
ongoing over the next 2 to 4 months, with a total expected cost of approximately
$7,000.  We have begun  contacting both  experienced and unpublished  artists in
order to  introduce  our  marketing  plan.  We have also  begun  developing  our
membership  program and have also contacted the local tourist bureau in order to
market our products though their international contacts.

Our purchase of inventory  pieces has begun.  The purchase of inventory  will be
ongoing.  We expect that the inventory level will reach $12,000 by May 2007. Our
inventory  level will be  managed  closely to ensure  good  turnover.  It is our

                                       12
<PAGE>

intention  to  have  our   inventory   turnover  six  to  eight  times  a  year.
Consequently,  we will do monthly evaluation of our sales to adjust the products
and the quantity of each product we wish to carry in our inventory stock.

In addition to the foregoing,  we are designing a promotional campaign that will
be effective in the artistic community giving  consideration to the diversity of
this community. Our website is our main source of promotion and facilitation for
our members. It outlines the services,  description of art pieces,  artists, and
ordering instructions. It also includes the mission statement, brief bios on the
creators and sellers of the art pieces, as well as pictures of the pieces.

The forms of  promotions we are using will include  search engine  optimization,
pay-per  click  advertising  and meta-tags  within the website.  This process is
being side by side with the  development  of the website.  The initial cost will
come out of the  marketing  and  promotions  budget and should be  approximately
$13,000 during the first 6 months of operations.

In September  2007, we intend to begin to use direct mail  campaigns,  newspaper
advertisements,   and  magazine  advertisements  to  promote  the  website.  Our
remaining  funds in  marketing  and  promotions  will be used  for this  form of
promotions  and is intended to cost $5,000 taking the total budget for marketing
and promotions to $18,000 for the year.

We plan to  participate  in special  interest  mailing lists to gain  visibility
among targeted  audiences as well as generate  traffic for the website.  Special
interest  mailing lists are not direct  lists,  but instead are similar to email
newsletters  or  on-going  dialogues  dedicated  to  special  interests.  E-mail
messages  would be sent to specific  mailing  lists  targeting  the  individuals
currently  viewing  art and  showing a visible  interest in art. We also plan to
participate  in  industry  related  newsgroups  to gain  visibility  and develop
relationships with targeted markets.

One of our marketing  strategies is to offer a membership only auction house for
art buyers.  Members will be offered choices of hundreds of art pieces, may view
bios on the sellers,  and can see the quality of the piece while  shopping  from
the comfort of their own home.


Expenditures

The  following  table  indicates  our use of proceeds  from the recently  closed
offering over the next 12 months:

============================================================ =================
Expenses
------------------------------------------------------------ -----------------

------------------------------------------------------------ -----------------
Website Development                                                     2,808
------------------------------------------------------------ -----------------
Computers, Network, Hosting and Telecom                                 7,000
------------------------------------------------------------ -----------------
Marketing and Promotions                                               18,000
------------------------------------------------------------ -----------------
Office Furniture, Equipment and Supplies                                7,000
------------------------------------------------------------ -----------------
Inventory                                                               9,340
------------------------------------------------------------ -----------------
Total                                                                 $44,148
============================================================ =================

The above expenditure items are defined as follows:

         Website  Development:  This  expense  is the cost  associated  with the
         continuing development and construction of the website. Because we will
         be an online art  gallery/auction  house the  website  will be the core
         business. The website will outline our services,  introduce and display
         our  inventory,  take  orders and  respond to  queries.  It will have a
         members-only  area where  they will be able to have  their own  account
         profiles,  search  tools to find  specific  art pieces they are looking
         for; an open forum where  members can chat online and discuss  personal
         interests; and art in general.

         Computers, Network, Hosting and Telecom: This expenditure refers to the
         mandatory costs associated with having a web-based business. Costs have
         been kept to a minimum to allow for greater  marketing and  promotions.

                                       13
<PAGE>

         These  costs,  however,  will cover  hosting  the website for one year,
         telephone service for a year, and internet service for one year as well
         as assisting in customer service,  regulatory maintenance and updating.
         This  expenditure  also  includes  the  cost  of  purchasing   computer
         equipment.

         Marketing  and  Promotions:  This  expenditure  refers  to the  cost of
         setting up online marketing campaigns along with print and direct mail.
         Online marketing will be used as the primary source to bring traffic to
         the website.  Google and Overture offer  programs for  businesses  like
         Online  whereby  advertising  is based on a pay per click format rather
         than a weekly or  monthly  bases.  This means  that the  marketing  and
         promotions  that Online  will be doing will be highly  focused and cost
         effective.  Print  and  direct  mail  will  make up the  other  area of
         marketing  and  promotions  and will be  placed in art  magazines,  art
         stores, and art galleries and theaters.

         Office Furniture,  Equipment and Supplies:  This expenditure  refers to
         items  such as  desks,  chairs,  computer  software,  photocopier,  fax
         machine,  telephone system, filing cabinets,  office supplies and other
         similar office requirements

         Inventory:   This   expenditure  item  refers  to  the  total  cost  of
         establishing  product  inventory  for  sale  to the  public.  It is our
         intention  to have our  inventory  turnover a minimum of twelve times a
         year.  Consequently,  we will do  monthly  evaluation  of our  sales to
         adjust the  products  and the quantity of each product we wish to carry
         in our  inventory  stock.  We have  begun  purchasing,  and have  taken
         delivery of our first inventory pieces.


We do not  anticipate  making any major  purchases of capital assets in the next
twelve months, or conducting any research and development. Our current corporate
employee count is expected to remain the same for the next year.

We believe we have  sufficient cash resources to satisfy our needs over the next
twelve months. Our ability to satisfy cash requirements  thereafter and the need
for additional  funding is dependent on our ability to generate revenue from our
business in  sufficient  quantity and on a profitable  basis.  Should we require
additional  cash  in the  future,  there  can be no  assurance  that  we will be
successful in raising additional debt or equity financing on terms acceptable to
our company, if at all.

Liquidity

Prior to the  fiscal  year  end,  we  raised  $70,000,  less  offering  costs of
approximately $14,500, from the sale of 700,000 common shares.

At November 30,  2006,  we had working  capital of $58,926,  compared to working
capital of $22,320 at November 30, 2005. At November 30, 2006,  our total assets
consisted  of cash of  $54,596,  inventory  of $2,660  and a prepaid  expense of
$6,968.  This compares with total assets at November 30, 2005 consisting  solely
of $25,085 in cash.

At November 30, 2006, our total current  liabilities,  accounts  payable of $798
and accrued  liabilities of $4,500,  increased to $5,298 from $2,765 at November
30, 2005.

We have had only $314 in revenues from inception to November 30, 2006. Our short
and long term survival is dependent on funding from sales of securities  and, as
necessary, or from shareholder loans.

Results of Operations

Our  company  posted  losses of $14,178  for the year ended  November  30,  2006
compared to $2,680 for the prior period from our  incorporation  on November 18,
2005 to November 30, 2005.  From inception to November 30, 2006 we have incurred

                                       14
<PAGE>

losses of $16,858.  The principal  component of losses in 2006 was  professional
fees of  $10,038,  office and  administration  expenses  of  $3,109,  consulting
expenses of $675, and amortization of our website of $562.

As of the date of this report, our net cash balance is approximately $54,596. In
addition,  we have  paid  inventory  of $2,660 as well as  prepaid  expenses  of
$6,968.  Cash on hand and saleable  inventory  are currently our only sources of
liquidity.  We do not have any  lending  arrangements  in place with  banking or
financial  institutions  and we do not anticipate that we will be able to secure
these funding arrangements in the near future.

We  believe  our  existing  cash  balances  are  sufficient  to carry our normal
operations  for the next 12  months.  To the extent  that we require  additional
funds to support our operations or the expansion of our business, we may attempt
to sell  additional  equity shares or issue debt. Any sale of additional  equity
securities  will  result  in  dilution  to  our  stockholders.  There  can be no
assurance  that  additional  financing,  if  required,  will be available to our
company or on acceptable terms.

We do not expect to conduct any research and  development  or expect to purchase
or sell any plant or significant equipment during the next twelve month period.

Other than its current  officers,  our company has no  employees  at the present
time. We do not expect to hire any employees within the next twelve months.


QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We  believe  our  market  risk  exposures  arise  primarily  from  exposures  to
fluctuations  in interest rates and exchange  rates.  We presently only transact
business in Canadian  and US Dollars.  We believe  that the  exchange  rate risk
surrounding  the future  transactions  of the  Company  will not  materially  or
adversely affect our future  earnings.  We do not believe that we are subject to
any seasonal trends.  We do not use derivative  financial  instruments to manage
risks or for speculative or trading purposes.

Off Balance Sheet Arrangements.

None.

ITEM 7.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial  statements  required by this Item begin on Page F-16 of this Form
10-KSB, and include:

Report of Independent Registered Public Accounting Firm;

Balance Sheets;

Statements of Operations,  Statements of Cash Flows,  Statement of Stockholders'
Equity; and

Notes to Financial Statements.





                                       15
<PAGE>






                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                November 30, 2006




                                                                       Page
Report of Independent Registered Public Accounting Firm                F-17

Financial Statements:

         Balance Sheets                                                F-18

         Statements of Operations                                      F-19

         Statements of Cash Flows                                      F-20

         Statement of Stockholders' Equity                             F-21

         Notes to Financial Statements                             F-22 to F-26

















                                      F-16

<PAGE>



             Report of Independent Registered Public Accounting Firm


Board of Directors
Online Originals, Inc.

We have audited the accompanying balance sheet of Online Originals,  Inc., as of
November  30,  2006  and  2005,  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the year ended November 30, 2006, the
period from November 18, 2005  (inception)  to November 30, 2005, and the period
from  November  18, 2005  (inception)  to November  30,  2006.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material  misstatement.  The company is not
required  to have,  nor were we  engaged  to  perform  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall  financial  statement  presentation.  We believe  our  audits  provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Online Originals,  Inc. as of
November 30, 2006 and 2005, and the results of its operations and cash flows for
the year ended November 30, 2006, the period from November 18, 2005  (inception)
to November  30, 2005,  and the period from  November  18, 2005  (inception)  to
November 30, 2006, in conformity with accounting  principles  generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As described in Note 3, the Company
has minimal business  operations to date and has losses to date of approximately
$17,000,  which raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to this matter are also discussed in Note
3. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


/s/ SCHUMACHER & ASSOCIATES, INC.
SCHUMACHER & ASSOCIATES, INC.

Denver, Colorado
March 7, 2007

                                      F-17

<PAGE>

<TABLE>
<CAPTION>
                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)
                                         BALANCE SHEETS
                                   November 30, 2006 and 2005
                                    (Stated in U.S. Dollars)



                                                                               November 30, 2006      November 30, 2005
 ASSETS
<S>                                                                        <C>                   <C>
 Current
    Cash                                                                    $       54,596       $        25,085
    ----
    Prepaid expense                                                                  6,968                     -
    ---------------
    Inventory                                                                        2,660                     -
    ---------
                                                                           ---------------------------------------------
    Total Current Assets                                                            64,224                25,085
    --------------------

 Website Development Costs, net of amortization of $562                              3,486                     -
 ------------------------------------------------------
                                                                           ---------------------------------------------
 Total Assets                                                               $       67,710       $        25,085
 ------------
                                                                           =============================================

 LIABILITIES

 Current
     Accounts payable                                                       $          798       $           765
     ----------------
    Accrued liabilities                                                              4,500                 2,000
    -------------------
                                                                           ---------------------------------------------
    Total Current Liabilities                                                        5,298                 2,765
    -------------------------
                                                                           ---------------------------------------------

Commitments and Contingencies (Notes 3 and 6)

 STOCKHOLDERS' EQUITY

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 and 2,500,000 common shares as at November 30, 2006              3,200                 2,500
          --------------------------------------------------------------

     Additional paid-in capital                                                     77,299                22,500
     --------------------------
     Accumulated comprehensive (loss)                                               (1,229)                    -
     --------------------------------
 Deficit Accumulated During the Development Stage                                  (16,858)               (2,680)
 ------------------------------------------------
                                                                           ---------------------------------------------
    Total Stockholders' Equity                                                      62,412                22,320
    --------------------------
                                                                           ---------------------------------------------

 Total Liabilities and Stockholders' Equity                                 $       67,710       $        25,085
 ------------------------------------------

                                                                           =============================================
</TABLE>

        The accompanying notes are an integral par tof these statements
                                      F-18

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS
                            For the year ended November 30, 2006 and
                  For the period from November 18, 2005 (Date of Inception) to
                                   November 30, 2006 and 2005
                                    (Stated in U.S. Dollars)


                                                                                                     Cumulative amounts
                                                                         November 18, 2005         from Date of Inception
                                                Year Ended              (Date of Inception)        on November 18 2005 to
                                               November 30,                     to                    November 30, 2006
                                                   2006                  November 30, 2005
                                      -------------------------------------------------------------------------------------
<S>                                   <C>                         <C>                          <C>
Revenue                               $                 314       $                  -         $                    314
                                      -------------------------------------------------------------------------------------

Cost of Goods Sold                                      110                          -                              110
                                      -------------------------------------------------------------------------------------
                                                        204                          -                              204
                                      -------------------------------------------------------------------------------------
Expenses
     Amortization                                       562                          -                              562
     ------------
     Consulting                                         675                          -                              675
     ----------
     Office and administration                        3,109                         15                            3,124
     -------------------------
     Organizational costs                                 -                        665                              665
     --------------------
     Professional fees                               10,038                      2,000                           12,038
     -----------------
                                      -------------------------------------------------------------------------------------
                                                     14,384                      2,680                           17,064
                                      -------------------------------------------------------------------------------------

Net Loss From Operations                            (14,180)                    (2,680)                         (16,860)
                                      -------------------------------------------------------------------------------------
Other Income
     Interest Income                                      2                          -                                2

Net Loss For The Period               $             (14,178)      $             (2,680)        $                (16,858)
                                      =====================================================================================


Basic And Diluted Loss Per Share      $               (0.01)      $              Nil           $                   (0.01)
                                      =====================================================================================


Weighted Average Number Of Shares
Outstanding                                       2,735,890                  1,961,538                        2,709,259
                                      =====================================================================================
</TABLE>

                The accompanying notes are an integral part of these statements
                                              F-19

<PAGE>

<TABLE>
<CAPTION>


                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF CASH FLOWS
                            For the year ended November 30, 2006 and
         For the period November 18, 2005 (Date of Inception) to November 30, 2006 and 2005
                                    (Stated in U.S. Dollars)



                                                                             November 18, 2005          Cumulative amounts from
                                                        Year ended          (Date of Inception)          Date of Inception on
                                                       November 30         to November 30, 2005          November 18, 2005 to
                                                           2006                                            November 30, 2006
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>                        <C>
Cash Flows from Operating Activities
     Net loss for the period                     $          (14,178)   $           (2,680)        $                 (16,858)

Adjustments to Reconcile Net Loss to Net Cash
Used by Operating Activities
     Amortization                                               562                     -                               562
     Inventory                                               (2,660)                    -                            (2,660)
     Prepaid expenses                                        (6,968)                    -                            (6,968)
     Accounts payable and accrued liabilities
                                                              2,533                 2,765                             5,298
                                                 --------------------------------------------------------------------------------
     Cash from (Used in) Operating Activity                 (20,711)                   85                           (20,626)
     --------------------------------------
                                                 --------------------------------------------------------------------------------

Cash Flows from Investing Activity
     Additions to intangibles                                (4,048)                    -                            (4,048)
                                                 --------------------------------------------------------------------------------
     Net Cash (Used in) Investing Activities
                                                             (4,048)                    -                            (4,048)
                                                 --------------------------------------------------------------------------------

Cash Flows From Financing Activity
     Issuance of common shares                               70,000                25,000                            95,000
     Deferred offering costs                                (14,501)                    -                           (14,501)
    Foreign currency translation adjustment                  (1,229)                    -                            (1,229)
                                                 --------------------------------------------------------------------------------
    Net Cash Provided by Financing Activity                  54,270                25,000                            79,270
                                                 --------------------------------------------------------------------------------
Increase (Decrease) in Cash during the Period

                                                             29,511                25,085                            54,596

Cash, Beginning Of Period                                    25,085                     -                                 -
                                                 --------------------------------------------------------------------------------

Cash, End Of Period                              $           54,596    $           25,085         $                  54,596
                                                 ================================================================================


Supplemental Disclosure Of Cash Flow
     Cash paid for:
         Interest                                $                -    $                -         $                       -
         Income taxes                            $                -    $                -         $                       -
                                                 ================================================================================
</TABLE>

        The accompanying notes are an integral part of these statements.
                                      F-20


<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)
                                STATEMENT OF STOCKHOLDERS' EQUITY
         For the period from November 18, 2005 (Date of Inception) to November 30, 2006
                                    (Stated in U.S. Dollars)



                                               CAPITAL STOCK                   DEFICIT ACCUMULATED
                                                                                                     ACCUMULATED
                               -----------------------------------------------
                                                                ADDITIONAL          DURING THE            COMPRE-
                                                                  PAID-IN          DEVELOPMENT            HENSIVE
                                  SHARES          AMOUNT          CAPITAL             STAGE            INCOME (LOSS)         TOTAL
                               -----------------------------------------------------------------------------------------------------
<S>                            <C>            <C>             <C>              <C>                <C>                 <C>
November 18, 2005 - Shares
  issued for cash at $0.01         1,800,000  $      1,800    $       16,200   $          -       $          -        $     18,000
November 28, 2005 - Shares
  issued for cash at $0.01           700,00            700             6,300              -                  -               7,000
Net loss for the period
ended November 30, 2005                    -             -                 -         (2,680)                                (2,680)
                               -----------------------------------------------------------------------------------------------------

Balance, November 30, 2005         2,500,000         2,500            22,500         (2,680)                 -              22,320

July 21, 2006 - Shares
  issued for cash at 0.10,           700,000           700            54,799              -                  -              55,499
  net of deferred offering
  costs of $14,501

Foreign currency translation
  adjustment                               -             -                 -              -             (1,229)             (1,229)

Net loss for the period
ended November 30, 2006                    -             -                 -        (14,178)                               (14,178)
                               -----------------------------------------------------------------------------------------------------

Balance, November 30, 2006         3,200,000  $      3,200    $       77,299   $    (16,858)      $     (1,229)       $     62,412
                               ==============     ===========    =============    ===============    ================    ===========
</TABLE>


        The accompanying notes are an integral part of these statements.
                                      F-21

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2006


1.    NATURE AND CONTINUENCE OF OPERATIONS

     a)  Organization
         The Company was  incorporated in the State of Nevada,  United States of
         America, on November 18, 2005. The Company's year end is November 30.

     b)  Development Stage Activities
         The  Company  is in the  development  stage  and has  realized  minimal
         revenues from its planned  operations.  Online Originals' business plan
         is to develop a  membership  based  website art  gallery/auction  house
         specifically focused on displaying and selling original artwork.

         Based upon the  Company's  business  plan,  it is a  development  stage
         enterprise.  Accordingly, the Company presents its financial statements
         in conformity with the accounting  principles generally accepted in the
         United  States  of  America  that  apply  in   establishing   operating
         enterprises.  As a development stage enterprise,  the Company discloses
         the deficit accumulated during the development stage and the cumulative
         statements of operations  and cash flows from  inception to the current
         balance sheet date.


2.   SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant  accounting policies is presented to assist
         in  understanding  the Company's  financial  statements.  The financial
         statements and notes are  representations  of the Company's  management
         who  is  responsible  for  their  integrity  and   objectivity.   These
         accounting policies conform to generally accepted accounting principles
         in the United States of America and have been  consistently  applied in
         the preparation of the financial  statements.  The financial statements
         are stated in United States of America dollars.

         a)   Organizational and Start-up Costs
              Costs of start-up activities,  including organizational costs, are
              expensed as incurred in accordance with SOP 98-5.

         b)   Income Taxes
              The  Company has adopted the  Statement  of  Financial  Accounting
              Standards No. 109 - "Accounting for Income Taxes" (SFAS 109). SFAS
              109  requires  the  use of  the  asset  and  liability  method  of
              accounting of income taxes.  Under the asset and liability  method
              of SFAS 109,  deferred tax assets and  liabilities  are recognized
              for  the  future  tax   consequences   attributable  to  temporary
              differences  between the financial  statements carrying amounts of
              existing assets and  liabilities  and their  respective tax bases.
              Deferred tax assets and liabilities are measured using enacted tax
              rates  expected  to apply to taxable  income in the years in which
              those  temporary  differences  are  expected  to be  recovered  or
              settled.

         c)   Basic and Diluted Loss per Share
              In accordance with SFAS No. 128 - "Earnings per Share",  the basic
              loss per common share is computed by dividing  net loss  available
              to common  stockholders  by the weighted  average number of common
              shares  outstanding.  Diluted  loss per common  share is  computed
              similar to basic loss per common share except that the denominator
              is increased  to include the number of  additional  common  shares
              that would have been  outstanding  if the potential  common shares
              had been issued and if the additional common shares were dilutive.
              At November 30, 2006,  the Company had no stock  equivalents  that
              were   anti-dilutive  and  excluded  in  the  earnings  per  share
              computation.

         d)   Estimated Fair Value of Financial Instruments
              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash, prepaid expense,  inventory,  accounts payable
              and accrued  liabilities  approximate  their fair value due to the
              short-term  maturity of such instruments.  Unless otherwise noted,
              it is  management's  opinion  that the  Company is not  exposed to
              significant interest,  currency or credit risks arising from these
              financial statements.

         e)   Revenue Recognition

                                      F-22
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2006

              The  company  has had no  revenues  to date.  It is the  Company's
              policy that revenues  will be  recognized  in accordance  with SEC
              Staff Accounting  Bulletin (SAB) No. 104,  "Revenue  Recognition."
              Under  SAB  104,  product  revenues  (or  service   revenues)  are
              recognized  when  persuasive  evidence of an  arrangement  exists,
              delivery has occurred (or service has been  performed),  the sales
              price is fixed and determinable and  collectibility  is reasonably
              assured.

         f)   Inventory

              Inventory is stated at the lower of cost or market.  Cost includes
              all costs of purchase, cost of conversion and other costs incurred
              in bringing the inventory to its present location and condition.

         g)   Foreign Currency Translations

              The Company's uses  the Canadian dollar and the U.S. dollar as its
              functional currency.  The Company's reporting currency is the U.S.
              dollar.  All  transactions  initiated   in  other  currencies  are
              re-measured into the functional currency as follows:

              Monetary  assets and liabilities at the rate of exchange in effect
              at  the  balance   sheet  date,   ii)   Non-monetary   assets  and
              liabilities,  and equity at historical  rates, and iii)Revenue and
              expense  items at the average rate of exchange  prevailing  during
              the period.

              Gains and losses on re-measurement are included in determining net
              income for the period

              Translation  of balances  from the  functional  currency  into the
              reporting currency is conducted as follows:

              Assets and  liabilities  at the rate of  exchange in effect at the
              balance  sheet  date,   ii)  Equity  at  historical   rates,   and
              iii)Revenue  and  expense  items at the  average  rate of exchange
              prevailing during the period.

              Translation  adjustments  resulting  from  translation of balances
              from  functional  to  reporting  currency  are  accumulated  as  a
              separate  component  of  shareholders'  equity as a  component  of
              comprehensive income or loss.

         h)   Comprehensive Income (Loss)

              The  Company  has  adopted   Statement  of  Financial   Accounting
              Standards (SFAS) No. 130, "Reporting  Comprehensive  Income". SFAS
              130   requires   that  the   components   and  total   amounts  of
              comprehensive  income be  displayed  in the  financial  statements
              beginning in 1998.  Comprehensive  income  includes net income and
              all changes in equity  during a period that arises from  non-owner
              sources,  such as foreign  currency items and unrealized gains and
              losses on certain investments in equity securities.

         i)   Use of Estimates
              The   preparation  of  the  Company's   financial   statements  in
              conformity with generally accepted accounting  principles requires
              management  to make  estimates  and  assumptions  that  affect the
              amounts  reported in these financial  statements and  accompanying
              notes. Actual results could differ from those estimates.

                                      F-23

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2006

         j)   Cash and Cash Equivalents
              The Company  considers all highly liquid debt  instruments with an
              original maturity of three months or less to be cash equivalents.

          k)  Website Development Costs
              Website  development  costs  representing   capitalized  costs  of
              design,  configuration,  coding,  installation  and testing of the
              Company's  website are capitalized  until initial  implementation.
              Upon  implementation,  the asset is  amortized to expense over its
              estimated  useful  life of three  years  using  the  straight-line
              method.  Accumulated  amortization  at November 30, 2006 was $562,
              and amortization  expense for the year ended November 30, 2006 was
              $562.  Ongoing  website  post-implementation  costs of  operation,
              including training and application maintenance, will be charged to
              expense as incurred.

          l)  Concentrations
              Financial  instruments  that  potentially  subject  the company to
              concentrations of credit risk consist principally of cash and cash
              equivalents. At November 30, 2006, the Company had $54,596 of cash
              or cash equivalents  which are not insured by agencies of the U.S.
              Government.

         m)   Recent Accounting Pronouncements
              There were various accounting standards and interpretations issued
              during  2006  and  2005,  none of  which  are  expected  to have a
              material impact on the Company's financial position, operations or
              cash flows.

         n)   Other
              The  Company  consists of one  reportable  business  segment.  The
              Company paid no dividends during the periods presented.


     3.  BASIS OF PRESENTATION - GOING CONCERN

         The accompanying  financial statements have been prepared in conformity
         with generally accepted  accounting  principles in the United States of
         America,  which  contemplates  continuation  of the  Company as a going
         concern.  However,  the Company has minimal business operations to date
         and has losses to date of  approximately  $17,000.  These matters raise
         substantial  doubt about the  Company's  ability to continue as a going
         concern. In view of these matters, realization of certain of the assets
         in the  accompanying  balance  sheet is  dependent  upon the  Company's
         ability to meet its financing  requirements,  raise additional capital,
         and  the  success  of  its  future  operations.  The  Company  acquired
         additional  operating capital through equity offerings to the public to
         fund its business plan. There is no assurance that the equity offerings
         will be successful in raising  sufficient  funds to assure the eventual
         profitability of the Company.  Management believes that actions planned
         and  presently  being  taken to  revise  the  Company's  operating  and
         financial  requirements  provide  the  opportunity  for the  Company to
         continue as a going  concern.  The financial  statements do not include
         any adjustments that might result from these uncertainties.

4.       COMMON STOCK

          The Company's  authorized  common stock consists of 75,000,000  shares
          with a par value of $0.001 per share.

          On November 18, 2005,  the Company issued  1,800,000  shares of common
          stock at a price of $0.01 for cash totalling $18,000.

          On November  28, 2005,  the Company  issued  700,000  shares of common
          stock at a price of $0.01 for cash totalling $7,000.

                                      F-24

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2006

          On July 21, 2006, the Company issued 700,000 shares of common stock at
          a price of $0.10 for cash  totalling  $70,000.  The  Company  incurred
          deferred offering costs of $14,501 related to this offering, resulting
          in net proceeds of $55,499.


5.       INCOME TAXES

         The  Company is  subject to foreign  and  domestic  income  taxes.  The
         Company has had no income, and therefore has paid no income tax.

         Deferred  income taxes arise from temporary  timing  differences in the
         recognition  of income and expenses  for  financial  reporting  and tax
         purposes.  The Company's  deferred tax assets  consist  entirely of the
         benefit from net operating loss (NOL) carry-forwards. The net operating
         loss carry forwards expire in various years through 2027. The Company's
         deferred  tax  assets are offset by a  valuation  allowance  due to the
         uncertainty   of  the   realization   of   the   net   operating   loss
         carry-forwards.  Net  operating  loss  carry-forwards  may  be  further
         limited by a change in company  ownership  and other  provisions of the
         tax laws.

         The Company's deferred tax assets,  valuation allowance,  and change in
         valuation allowance are as follows:

<TABLE>
<CAPTION>

                                                        Estimated Tax                  Change in
                         Estimated NOL                  Benefit from     Valuation     Valuation      Net Tax
       Period Ending     Carry-forward   NOL Expires    NOL              Allowance     Allowance      Benefit
<S>                      <C>             <C>            <C>              <C>           <C>            <C>
     November 30, 2005        2,680            2026             670           (670)         (670)          -
     November 30, 2006        16,858           2027           4,215                       (3,545)          -
</TABLE>

         Income taxes at the  statutory  rate are  reconciled  to the  Company's
         actual income taxes as follows:

        Income tax benefit at statutory rate resulting from net operating
        loss carry forward                                             (25%)
        Deferred income tax valuation allowance                         25%
                                                                 ---------------
        Actual tax rate                                                 0%
                                                                 ===============

6.       RELATED PARTY TRANSACTIONS

      The Company  uses the  offices of its  President  for its  minimal  office
      facility needs for no consideration. No provision for these costs has been
      provided since it has been determined that they are immaterial.

7.   CONSULTING AGREEMENT

     Effective  October 23,  2006,  the  Company  entered  into a  non-exclusive
     agreement  with an entity,  whereby  the entity  would  provide  consulting
     services  in  exchange  for  $7,500  cash.  In  addition,  in the case of a
     successful merger or acquisition, the entity will receive an additional fee
     based on the gross value of a merger.  The term of the agreement is for one
     year. A portion of the $7,500 fee is included in prepaid  expenses and will
     be amortized over the remainder of the term.


                                      F-25

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2006



8.   FOURTH QUARTER ADJUSTMENT

     During the fourth  quarter of the fiscal year ended  November 30, 2006, the
     Company re-evaluated its accounting treatment for $14,501 in offering costs
     incurred,  and  determined  accounting  for the  transactions  as  deferred
     offering  costs to be offset to the net  proceeds of the  offering,  rather
     than  expensing  the costs.  Factors  considered  included  the  successful
     raising of  capital  by selling  the  700,000  shares in the  offering  for
     $70,000.














                                      F-26


<PAGE>


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.


ITEM 8A.  Controls and procedures

Evaluation of disclosure controls and procedures.

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission rules and forms, and that such information is
accumulated and  communicated to our management as appropriate,  to allow timely
decisions regarding required disclosure.

An evaluation was performed under the supervision and with the  participation of
our management,  including the chief  executive  officer and the chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
procedures. Based on management's evaluation as of the end of the period covered
by this Annual  Report,  our  principal  executive  officer and chief  financial
officer have concluded  that our disclosure  controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act")) were  sufficiently  effective to ensure that the
information required to be disclosed by us in the reports that we file under the
Exchange  Act is gathered,  analyzed and  disclosed  with  adequate  timeliness,
accuracy and completeness.

Changes in internal controls.

There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above, nor were there any significant deficiencies or
material weaknesses in our internal controls. Accordingly, no corrective actions
were required or undertaken.

ITEM 8B.   Other Information

None

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  table sets forth the names,  ages and  positions  of the current
directors and executive officers of the Company:

         Name                   Age          Offices Held

         Gaye Adams             49           Director, CEO, President
         Greg Adams             26           Director, CFO, Secretary, Treasurer

Gaye Adams, CEO, President, Member of the Board

Ms. Adams has served as CEO,  President,  and Director  since November 18, 2005.
The term of office is for two years and thereafter renewable on an annual basis.
Ms. Adams also served as the Secretary/Treasurer  from November 18th, 2005 until
resignation  date of November 28th,  2007.  Her son,  Gregory Adams is presently
serving as Secretary/Treasurer and is also a member of the Board.

Ms. Adams has been self-employed for the last twenty years. She is an artist and
business woman with experience in  motivational  speaking,  teaching,  sales and
marketing.  In 2003 Ms.  Adams  was given the  designation  of Senior  Signature
status with the Federation of Canadian Artists.  In 2002 she was given Associate

                                       27

<PAGE>

status with the  Federation  of Canadian  Artists,  and in 1998 given  Signature
status with the  Federation  of Canadian  Artists.  Since  1998,  Ms.  Adams has
received  awards  including;  Pastel  Society  of  Canada  National  Exhibition,
Honorable  Mention  (1998),  Federation  of Canadian  Artists  Faces and Figures
Exhibition,  Award of  Excellence  (1999),  Pastel  Society  of Canada  National
Exhibition,  Evans Cash Award (2000),  Miniatures  Show  Federation for Canadian
Artists,  Award of Excellence  (2001),  Federation of Canadian  Artists Mainland
Chapter  Show,  Award of  Excellence  (2001),  Spilsbury  Medal Show,  Honorable
Mention (2002), Pastel Artists International Magazine International Competition,
Finalist (2002).

Gregory Adams, CFO, Secretary/Treasurer, Member of the Board,

Mr. Adams has served as CFO,  Secretary/Treasurer,  and Director  since November
28th, 2005. The term of his office is for two years and is thereafter  renewable
on an annual basis. His mother, Gaye Adams is presently serving as President and
is a Member of the Board.

Mr. Adams is a recent graduate of Capilano College in British Columbia,  Canada.
The focus of his  course  was  commercial  animation.  Prior to  registering  at
Capilano  College in January  2003,  he received  diplomas  for life drawing and
portraiture courses at Vancouver Academy of Art in 2002, and completed part time
drawing courses at Capilano  College,  in December 2001. Mr. Adams completed his
senior secondary education in Salmon Arm, British Columbia in June 2001.

Mr. Adams has computer  experience using Windows 98/ME/XP,  Adobe After Effects,
Adobe Photoshop CS 2, Kinetix 3D Studio Max 3.0+, Macromedia Flash MX & Flash MX
2004, and Adobe Premiere 6.0.He is currently developing a Flash based website to
showcase his portfolio. Since April 2006, Mr Adams has been employed with Studio
B, as an animator, in Vancouver, BC.

Family Relationships

Greg  Adams,  who is  currently  serving as CFO,  is an  officer,  director  and
shareholder of the company.  He is the son of Ms. Gaye Adams,  who is serving as
CEO of the company.  Ms. Adams is also an officer,  director and  shareholder of
the company.

Code of Ethics

We have not yet prepared written code of ethics and employment standards for our
company.  We have only recently commenced  operations.  We expect to implement a
Code of Ethics during the current fiscal year.

ITEM 10.     EXECUTIVE COMPENSATION.

The  Executive  Officers  have not received any  compensation  since the date of
incorporation of our Company, and we did not accrue any compensation.  There are
no securities authorized for issuance under any equity compensation plan, or any
options, warrants, or rights to purchase our common stock.

Compensation of Directors

We do not  compensate  our  directors  for  their  time  spent on  behalf of our
Company,  but they are entitled to receive  reimbursement  for all out of pocket
expenses incurred for attendance at our Board of Directors meetings.

Pension and Retirement Plans

Currently,  we do not offer any annuity,  pension or  retirement  benefits to be
paid to any of our officers, directors or employees, in the event of retirement.
There  are  also no  compensatory  plans or  arrangements  with  respect  to any
individual  named  above  which  results or will  result  from the  resignation,
retirement or any other  termination of employment  with our company,  or from a
change in the control of our Company.

Employment Agreements

We do not have written employment agreements with any of our key employees.

                                       28

<PAGE>

Audit Committee

Presently the Board of Directors is performing the duties that would normally be
performed by an audit  committee.  We intend to form a separate audit committee,
and are seeking  potential  independent  directors.  We are seeking  experienced
business  people  and  plan to  appoint  an  individual  qualified  as an  audit
committee financial expert.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of February 28, 2007 with
respect to any person  (including  any "group",  as that term is used in Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act")) who is known to the Company to be the beneficial  owner of more than five
percent of any class of the Company's voting securities,  and as to those shares
of the Company's equity securities  beneficially owned by each its director, the
executive  officers  of the  company  and  all of its  directors  and  executive
officers of the Company and all of its  directors  and  executive  officers as a
group.  Unless otherwise  specified in the table below, such information,  other
than information  with respect to the directors and officers of the Company,  is
based  on a  review  of  statements  filed,  with the  Securities  and  Exchange
commission (the "Commission") pursuant to Sections 13 (d), 13 (f), and 13 (g) of
the Exchange Act with respect to the Company's  Common Stock. As of February 15,
2007, there were 3,200,000 shares of Common Stock outstanding.

The  number  of  shares of Common  Stock  beneficially  owned by each  person is
determined  under  the  rules  of the  Commission  and  the  information  is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or  shared  voting  power or  investment  power  and also any  shares  which the
individual  has the  right to  acquire  within 60 days  after  the date  hereof,
through  the  exercise  of any stock  option,  warrant  or other  right.  Unless
otherwise indicated, each person has sole investment and voting power (or shares
such power with his or her spouse)  with  respect to the shares set forth in the
following table. The inclusion  herein of any shares deemed  beneficially  owned
does not constitute an admission of beneficial ownership of those shares.

The table also shows the number of shares  beneficially owned as of February 28,
2007 by each of the  individual  directors  and  executive  officers  and by all
directors and executive officers as a group.

<TABLE>
<CAPTION>

<S>           <C>                                                     <C>               <C>
=============|=======================================================|=================|=============
Title of     |Name and Address of Beneficial Owner                   |Amount and       |
Class        |                                                       |Nature of        |Percent   of
             |                                                       |Beneficial       |Class1
             |                                                       |Ownership        |
-------------|-------------------------------------------------------|-----------------|-------------
Common       |Gaye Adams                                             |   1,800,000     |   56.25%
             |CEO, President & member of the Board of Directors      |                 |
             |1240 Dieppe Road                                       |                 |
             |Sorrento, British Columbia, Canada, V0E 2W0            |                 |
-------------|-------------------------------------------------------|-----------------|-------------
Common       |Greg Adams                                             |    700,000      |  21.875%
-------------|-------------------------------------------------------|-----------------|-------------
Common       |Directors and officers as a group                      |   2,500,000     |  78.125%
=============|=======================================================|=================|=============
</TABLE>

(1) Percent of Ownership is  calculated in accordance  with the  Securities  and
Exchange Commission's Rule 13(d) - 13(d)(1)

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than the stock transactions  discussed below, we have not entered into any
transaction  nor are  there any  proposed  transactions  in which  any  founder,

                                       29

<PAGE>

director,  executive  officer,  shareholder  of our company or any member of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

On November  18th,  2005,  Gaye  Adams,  who is the founder of our company and a
member of the board of directors,  purchased by subscription 1,800,000 shares of
common stock at a price of $0.01 per share for a total of $18,000.

The only other officer and director, Mr. Greg Adams, purchased 700,000 shares of
our company common stock on November 28th,  2005, in a private offering price of
$0.01 per share for a total of $7,000.

All of the above noted securities were sold in reliance on Regulation D, Section
504 of the Securities Act of 1933. All  shareholders  are subject to Rule 144 of
the Securities Act of 1933 with respect to resale.  We relied the exemption from
registration since we were not subject to the reporting  requirements of Section
13 or 15(d) of the Securities Act of 1933, not an investment  company,  we had a
specific  business plan at the time we sold the  securities,  we are not a blank
check company, as that term is defined in Rule 419(a)(2) of Regulation C or Rule
504 (a)(3) of  Regulation D of the  Securities  Act of 1933,  and the  aggregate
offering price was less that  $1,000,000.  All of the subscribers were Directors
and Officers of our Company.

ITEM 13.     EXHIBITS.

         Exhibit Index

     3.1          Articles of Incorporation*
     3.2          Bylaws*
     31.1         Section 302 Certification - Chief Executive Officer
     31.2         Section 302 Certification - Chief Financial Officer
     32.1         Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
                  Chief Executive Officer.
     32.2         Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
                  Chief Financial Officer.

*  Incorporated  by reference  to our SB2  Registration  Statement,  file number
333-133347, filed on April 18, 2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed by our auditors,  for professional  services  rendered
for the audit of our annual financial statements for the year ended November 30,
2005, and for the reviews of the financial  statements included in our Quarterly
Reports on Form 10-QSB  during the fiscal year ended  November  30,  2006,  were
$2,000, and $2,250, respectively.

Audit Related Fees.

We incurred nil fees to auditors  for audit  related fees during the fiscal year
ended November 30, 2006 and 2005.

Tax Fees.

We  incurred  nil  fees  to  auditors  for tax  compliance,  tax  advice  or tax
compliance services during the fiscal year ended November 30, 2006 and 2005

All Other Fees.

We did not incur any other fees billed by auditors for services  rendered to our
Company,  other than the  services  covered in "Audit  Fees" for the fiscal year
ended November 30, 2006 and 2005.

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<PAGE>

The Board of  Directors  has  considered  whether  the  provision  of  non-audit
services is compatible with maintaining the principal accountant's independence.

Since there is no audit  committee,  there are no audit  committee  pre-approval
policies and procedures.




















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<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 23rd day of March,
2007.


                                       ONLINE ORIGINALS, INC.


Date: March 23, 2007                   By: /s/ Gaye Adams
                                           --------------

                                       Name: Gaye Adams
                                       Title: President/CEO, principal executive
                                       officer, & Director



Date: March 23, 2007                    By: /s/ Gregory Adams
                                            -----------------

                                        Name: Gregory Adams
                                        Title: Chief Financial Officer,
                                        principal financial officer and
                                        principal accounting officer, &
                                        Director





                                       32