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


                                   FORM 10-K/A
                                  AMENDMENT #1


(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, 2008

                                       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.)

            57113 -2020 Sherwood Drive, Sherwood Park, Albert T8A 3H9
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (780) 668-7422


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

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-K
or any amendment to this Form 10-K. [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]

The Company recognized net revenues of $2,800 for its most recent fiscal year

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
November 30, 2008: $70,000

Number of common voting shares outstanding as of November 30, 2008: 3,200,000

Transitional Small Business Disclosure Format:  Yes [_]  No  [X]


                                       1
<PAGE>

         DOCUMENTS  INCORPORATED BY REFERENCE - Form 10-QSB filed on October 10,
2008, our Form 10-QSB filed on July 14, 2008, our Form 10-QSB filed on April 14,
2008 and as described in this Form 10-K annual report.





















                                       2
<PAGE>


This 10-K is being  amended to amend  Exhibit  31.1 and 31.2 to comply with Item
601(b)(31) of Regulation S-K. No other revisions/changes have been made.


                                TABLE OF CONTENTS


                                                                            Page


PART I
Item 1.  Description of Business                                               4
Item 2.  Description of Property                                               6
Item 3.  Legal Proceedings                                                     7
Item 4.  Submission of Matters to a Vote of Security Holders                   7

PART II
Item 5.  Market For  Common Equity and Related Stockholder Matters             7
Item 6.  Management's Discussion and Analysis or Plan of Operation             9
Item 7.  Financial Statements                                                 12
Item 8.  Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure                                                24
Item 8A.  Controls and Procedures                                             24
Item 8A(T).  Controls and Procedures                                          24
Item 8B.  Other Information                                                   25

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act                    25
Item 10. Executive Compensation                                               27
Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters                                          27
Item 12. Certain Relationships and Related Transactions and Director
         Independence                                                         28
Item 13. Exhibits                                                             28
Item 14. Principal Accountant Fees and Services                               28
Signatures                                                                    30




                                       3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-K contains "forward-looking statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  Although Online  Originals,  Inc.  ("Online" or the "Company," which may
also be referred to as "we," "us" or "our") believes that its  expectations  are
based on  reasonable  assumptions  within  the  bounds of its  knowledge  of its
business and operations:  there can be no assurance that actual results will not
differ materially from our  expectations.  Such  forward-looking  statements are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially from those anticipated,  including but not limited to, our ability to
reach  satisfactorily  negotiated  settlements  with our outstanding  creditors,
achieve a listing on the over the  counter  bulletin  board,  raise debt  and/or
equity to fund negotiated settlements with our creditors and to meet our ongoing
operating expenses and merge with another entity with experienced management and
opportunities  for growth in return  for  shares of our  common  stock to create
value for our shareholders.  You are urged to carefully  consider these factors,
as well as other information contained in this Annual Report on Form 10-K and in
our other periodic reports and documents filed with the SEC.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development

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 57113 -2020 Sherwood Drive, Sherwood Park, Alberta T8A 3H9. Telephone
number is (780) 668-7422. Our fiscal year end is November 30th.

Business of Issuer

We are  developing an online art  gallery/auction  house that allows members and
customers  to bid on and  purchase  pieces of art.  The  website  will  showcase
varieties of art ranging from paintings,  drawings,  prints, and sculptures.  We
maintain our website at www.artbyonlineoriginals.com,  which is not incorporated
in and is not a part of this  report.  Inventory  pieces  will be  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 and one-time users will
offer art pieces for sale and we will facilitate the sale of these pieces.  Fees
and commissions will be charged for the services we provide.

Our target clientele is the artistic  community and those who enjoy  purchasing,
learning,  and discussing  art. We are focusing on buyers and art collectors who
are using the internet to find what they are looking  for.  Members will be able
to enter  the  website,  log into  their  account  and see  pieces  that will be
featured for the week.

As we develop,  we anticipate  that we will have a dialogue on the pieces giving
the history and description  which will act as an educational tool and encourage
individuals to visit the site frequently. Featured artists, periods of time, and
styles are planned to be part of these weekly  features.  We believe that having
these aspects on the site will boost participation and facilitate community.

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.

                                       4
<PAGE>

Principal Products and Services

Currently, our available art are 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.

As we continue to develop,  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.

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.  Internet  marketing  will be used as the  primary
source to bring traffic to the website. We plan to offer programs for businesses
whereby  advertising  is based on a pay per click format rather than a weekly or
monthly  bases.  Print and direct mail make up the other area of  marketing  and
promotions.

Competition and Competitive Strategy

There are a number of social networking internet sites as well as auction sites,
but few, we believe,  that are focused on the creative artist market.  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. Our competitive  advantage will be gained
by providing a high service  level and  accommodating  the wishes of the members
and guests to out website.

In addition,  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.

Distribution

As a start-up company, our competitive position within the industry is poor. The
challenge  before us is to build our business and establish it as a viable going
concern.

At this time, our focus is internet marketing through our website.  When we have
available  cash  from  sales  revenue,  we will  focus  on  alternate  forms  of
marketing.  They may include several key forms of internet  advertising  such as
pay-per  click and cross  promotions  with other  websites who are targeting the
same  demographic  groups.  We believe these forms of advertising  are much more
specific and cost effective  than a newspaper ad or other forms of  advertising.
By having a strong presence on the Internet, our marketing 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

We believe that we will have unlimited  sources and availability of products and
supplies.  Our inventory will come from creative artists. These individuals will

                                       5
<PAGE>

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 major  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
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 have not incurred any costs to date relating to research and  development and
have no plans to undertake any research and  development  activities  within the
next twelve months.

Compliance with Environmental Laws

There are no  environmental  laws that have been  enacted  that would affect our
business,  nor are we aware of any such laws  being  contemplated  in the future
that address issues specific to our business.

Facilities

We do not own or rent  facilities of any kind. At present  operations  are being
conducted from the offices of our President, and she provides this space free of
charge.  We will  continue  to use this  space  for  executive  offices  for the
foreseeable future.

Employees

Our  officers  and  directors  are  responsible  for  planning,  developing  and
operational duties and will continue to do so throughout the early stages of our
growth.  We have no intentions  in hiring any  employees  until our business has
sufficient and reliable revenue from operations.  Human resources  planning will
be  part  of an  ongoing  process  that  will  include  constant  evaluation  of
operations  and  revenue  realization.  We do not  expect to hire any  employees
during the next year of operations.


ITEM 2.  DESCRIPTION OF PROPERTY.

We do not own or rent  facilities of any kind. At present we are operating  from
our principal  office that is located within the offices of our  President,  who
provides this space free of charge.

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<PAGE>

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

Investment Policies

We do not have any  investments  in real  estate or  interest  in real estate or
investments  real estate  mortgages.  We also do not have any investments in any
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Description of Real Estate and Operating Data

None


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 our annual  shareholders'  meeting or submitted any matters
to a vote of  shareholders  during the fiscal year to which this  Annual  Report
pertains.


                                     PART II

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

Market for Common Equity and Related Stockholder Matters

(a)  Market Information


Our Common Stock is presently traded on the  over-the-counter  market on the OTC
Bulletin  Board  maintained  by  the  Financial  Industry  Regulatory  Authority
("FINRA").  On August 7, 2008, we began trading on the over the counter bulletin
board  under the symbol  "OLOI."  During  the  period of August 7, 2008  through
November 30, 2008, our shares have not traded. As of January 31, 2009, no trades
for our stock have taken place on the OTC/BB.

(b)  Holders

As of January 31, 2009,  there were  approximately  forty-three  (43) holders of
record of our common stock.

(c)  Dividend Policy

We have never  declared  or paid  dividends  on our common  stock.  We intend to
retain  earnings,  if any,  to  support  the  development  of our  business  and
therefore do not anticipate  paying cash dividends for the  foreseeable  future.
Payment of future  dividends,  if any, will be at the discretion of our board of
directors after taking into account various factors, including current financial
condition, operating results and current and anticipated cash needs.

(d)  Securities authorized for issuance under equity compensation plans

None.


                                       7
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

The  following is a history of our sales of  unregistered  securities  since our
incorporation on November 18, 2005.

On November 18, 2005, Gaye Adams,  founder of our company and as a member of the
board of directors, purchased by subscription,  1,800,000 shares of common stock
from our company for $18,000.  On November  28th,  2005, a private  offering was
completed,  under which Greg Adams,  a current member of the board of directors,
purchased 700,000 shares of common stock by subscription at a price of $0.01 per
share for $7,000.

There were no promoters  being used in relation to this offering.  No person who
may, in the future,  be considered a promoter of this offering,  will receive or
expect to receive assets,  services or other considerations from our company. No
assets will be, nor expected to be,  acquired from any promoter on behalf of the
company.  We have not entered into any agreements that require disclosure to the
shareholders.

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
than $1,000,000.

SALE OF REGISTERED SECURITIES AND USE OF PROCEEDS

As previously reported, on May 12, 2006 our Registration Statement on Form SB-2,
commission file number  333-133347,  became effective,  and on July 21, 2006, we
completed a maximum  offering of 700,000  common  shares at a price of $0.10 per
share.  On August 7, 2008,  we obtained  regulatory  approval to post our common
shares for trading on the OTC/BB under the trading symbol "OLOI".

All of the proceeds from our offering have been spent and have been used to fund
our  operations  as  described in the SB-2  offering  document  incorporated  by
reference herein.

As of the date of this Form 10-K 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.

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
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.

                                       8
<PAGE>

Stock Purchase Warrants

None.

Stock Purchase Options

None.


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

Cautionary and Forward-Looking Statements

In  addition  to  statements  of  historical   fact,  this  Form  10-K  contains
forward-looking  statements.  The  presentation  of  future  aspects  of  Online
Originals, Inc. (the "Company" or "Issuer") found in these statements is subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those reflected in such statements. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  only  as  of  the  date  hereof.  Without  limiting  the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties  that may  cause  the  Company  actual  results  to be  materially
different from any future  results  expressed or implied by the Company in those
statements.  Important  facts that could prevent the Company from  achieving any
stated goals include, but are not limited to, the following:

(a)  volatility or decline of the Company's stock price;

(b)  potential fluctuation in quarterly results;

(c)  failure of the Company to earn revenues or profits;

(d)  inadequate  capital to continue or expand its business,  inability to raise
additional capital or financing to implement its business plans;

(e)  failure to make sales on an increasing basis;

(f)  rapid and significant changes in markets;

(g)  litigation with or legal claims and allegations by outside parties;

(h)  insufficient revenues to cover operating costs.

There is no assurance that the Company will be  profitable,  the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and personnel,
the Company's products and services may become obsolete,  government  regulation
may hinder the Company's  business,  additional  dilution in  outstanding  stock
ownership may be incurred due to the issuance of more shares, warrants and stock
options, or the exercise of warrants and stock options, and other risks inherent
in the Company's businesses.

The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and any Current  Reports on Form
8-K filed by the Company.

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<PAGE>

Plan of Operation for the Next Twelve (12) 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-K;  our Form 10-QSB filed on October
10, 2008, our Form 10-QSB filed on July 14, 2008, our Form 10-QSB filed on April
14, 2008, and our Form SB-2 Registration Statement filed on April 18, 2006.

Our  registered  public  accounting  firm's  audit  report  on our  consolidated
financial  statements as of November 30, 2008,  and for each of the years in the
two-year  period then ended,  includes a "going concern"  explanatory  paragraph
that  describes  substantial  doubt  about our  ability to  continue  as a going
concern.  Management's  plans in regard to the factors prompting the explanatory
paragraph are discussed below.

During the year ended  November 30, 2008,  we continued  operations  that earned
revenue in the form of commission sales. We are continuing the management of our
website which is our main source of promotion and  facilitation for our members.
It outlines  the  services,  description  of art pieces,  artists,  and ordering
instructions.  We are  continuing to contact both  experienced  and  unpublished
artists in order to introduce  our  marketing  plan. We will continue to develop
our  membership  program and have contacted the local tourist bureau in order to
market our products though their international contacts.

In September 2008, a new president was appointed and third director was added to
our Board of  Directors.  We are  actively  seeking to add new  products  and/or
services that we can offer through our website.  Mr. Adams, now having completed
his  academic  studies,  will  endeavor to cultivate  new members and  corporate
contacts.  Ms.  Saunders plans to assist us in putting  together a new marketing
strategy.

We have no employees at the present  time. We will continue to operate with very
limited   administrative   support  as  our  current  officers  continue  to  be
responsible for developing and operational duties, without compensation,  for at
least the next 12 months.

Our continuing  operations are dependent upon the  identification and successful
completion of additional long-term or permanent equity financing, the support of
creditors and  shareholders,  and,  ultimately,  the  achievement  of profitable
operations.  There can be no assurances that we will be successful,  which would
in turn  significantly  affect  our  ability to  complete  the  roll-out  of our
business  plan.  If not,  we will likely be  required  to reduce  operations  or
liquidate  assets.  We will  continue to  evaluate  our  projected  expenditures
relative to our  available  cash and to seek  additional  means of  financing in
order to satisfy our working capital and other cash requirements.

We believe we do not have sufficient cash resources to satisfy our needs through
the end of February  2009. 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. 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.  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 us, if at all.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Financial Condition

At November 30, 2008,  we had a working  capital  deficit of $6,068  compared to
working capital of $19,490 at November 30, 2007. At November 30, 2008, our total

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<PAGE>

assets  consisted of cash of $4,904,  prepaid expenses of $93 and capital assets
of $3,542.  This  compares  with our total assets at November  30,  2007,  which
consisted  of cash of $24,667,  prepaid  expenses  of $93 and capital  assets of
$7,170.

At November 30, 2008,  our total  current  liabilities,  consisting  of accounts
payable of $4,565 and accrued  liabilities of $6,500,  increased to $11,065 from
$5,270 consisting of accounts payable of $270 and accrued  liabilities of $5,000
at November 30, 2007.

We  recognized  $2,800 in revenues  during the fiscal year ending  November  30,
2008,  compared to revenues of $6,970  during the year ended  November 30, 2007.
The $4,170  decrease in revenue was a result of our  decreased  sales during the
year ended November 30, 2008. During the year ended November 30, 2008, our gross
margin was $2,800. During the year ended November 30, 2007, we had cost of goods
sold of $5,269  resulting  in a gross  margin of  $1,701.  During the year ended
November  30,  2008,  there was no cost of goods sold since the revenue was from
commission sales.

We have  recognized  $10,083 in revenue since our inception.  Our short and long
term  survival is  dependent  on funding  from  increased  sales of products and
services, sales of securities as necessary or from shareholder loans.

Result of Operations

We  recognized  $2,800 in revenues  during the fiscal year ending  November  30,
2008,  compared to revenues of $6,970  during the year ended  November 30, 2007.
The $4,170  decrease in revenue was a result of our  decreased  sales during the
year ended November 30, 2008. During the year ended November 30, 2008, our gross
margin was $2,800. During the year ended November 30, 2007, we had cost of goods
sold of $5,269  resulting  in a gross  margin of  $1,701.  During the year ended
November  30,  2008,  there was no cost of goods sold since the revenue was from
commission sales.

During the year  ended  November  30,  2008,  we  incurred  expenses  of $31,250
compared  to  expenses  of $39,289 for the year ended  November  30,  2007.  The
decrease of $8,039 was a result of decreased operations over the prior year. The
principal  component of losses in 2008 was professional fees of $24,318,  office
and administration  expenses of $3,304 and amortization costs of $3,628 compared
with the principal  component losses in 2007 being professional fees of $18,656,
office and  administration  expenses  of $2,145,  marketing  expenses of $8,461,
consulting expenses of $6,875 and amortization costs of $3,152.

We  recognized  a net loss of  $28,450  for the year  ended  November  30,  2008
compared to a net loss of $37,588 for the year ended  November  30,  2007.  From
inception  to  November  30, 2008 we have  incurred a net loss of  $82,896.  The
principal  components of losses were  professional  fees of $55,012,  office and
administration expenses of $8,572, marketing costs of $8,461, cost of goods sold
of  $5,379,  consulting  fees of  $7,550,  organizational  costs  of  $665,  and
depreciation and amortization of $7,342.

As of January  31,  2009,  our net cash  balance  is  approximately  $2,500.  In
addition,  we have prepaid  expenses of $93.  Cash on hand is currently our only
source 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  balance is not  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.

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.

                                       11
<PAGE>

Off Balance Sheet Arrangements.

None.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial  statements  required by this Item begin on Page F-12 of this Form
10-K, and include:

Report of Independent Registered Public Accounting Firm;

Balance Sheets;

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

Notes to Financial Statements.











                                       12
<PAGE>

                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                November 30, 2008




                                                                      Page
Report of Independent Registered Public Accounting Firm               F-13

Financial Statements:

         Balance Sheets                                               F-14

         Statements of Operations                                 F-15 to F-16

         Statements of Cash Flows                                     F-17

         Statement of Stockholders' Equity (Deficit)                  F-18

         Notes to Financial Statements                            F-19 to F-23




                                      F-13
<PAGE>


             Report of Independent Registered Public Accounting Firm


Board of Directors
Online Originals, Inc.


We have audited the accompanying balance sheets of Online Originals, Inc., as of
November  30,  2008  and  2007,  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the two years ended November 30, 2008
and 2007,  and the period from  November  18, 2005  (inception)  to November 30,
2008.  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 audits.

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, 2008 and 2007, and the results of its operations and cash flows for
the two years ended November 30, 2008 and 2007, and the period from November 18,
2005 (inception) to November 30, 2008, 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
$82,900,  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.


SCHUMACHER & ASSOCIATES, INC.

Denver, Colorado
February 25, 2009



                                      F-14
<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                         BALANCE SHEETS




                                                                               November 30, 2008      November 30, 2007
<S>                                                                        <C>                   <C>

 ASSETS

 Current Assets
    Cash                                                                    $        4,904       $        24,667
    Prepaid expense                                                                     93                    93
                                                                           ------------------------------------------
    Total Current Assets                                                             4,997                24,760

 Computer Equipment, net of depreciation of $4,081 and $1,802                        2,755                 5,034
 Website Development Costs, net of amortization of $3,261 and $1,911
                                                                                       787                 2,136
                                                                           ------------------------------------------

 TOTAL ASSETS                                                               $        8,539       $        31,930
                                                                           ==========================================

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 LIABILITIES

 Current Liabilities
     Accounts payable                                                       $        4,565       $           270
    Accrued liabilities                                                              6,500                 5,000
                                                                           ------------------------------------------
    Total Liabilities, all current                                                  11,065                 5,270
                                                                           ------------------------------------------

Commitments and Contingencies (Notes 3, 5 and 6)

 STOCKHOLDERS' EQUITY (DEFICIT)

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 common shares                                                    3,200                 3,200

     Additional paid-in capital                                                     77,299                77,299
     Accumulated comprehensive (loss)                                                 (129)                  607
 Deficit Accumulated During the Development Stage                                  (82,896)              (54,446)
                                                                           ------------------------------------------
    Total Stockholders' Equity (Deficit)                                            (2,526)               26,660
                                                                           ------------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $        8,539       $        31,930
                                                                           ==========================================

                The accompanying notes are an integral part of these statements.


                                               15
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)

                                            STATEMENTS OF OPERATIONS




                                                                                                 Cumulative amounts
                                                                                               from Date of Inception
                                                  Year Ended                 Year Ended        on November 18 2005 to
                                                 November 30,            November 30, 2007        November 30, 2008
                                                     2008
                                          ---------------------------------------------------------------------------
<S>                                       <C>                       <C>                       <C>

Revenue                                   $             2,800       $              6,970      $                10,083
                                          ---------------------------------------------------------------------------

Cost of Goods Sold                                          -                      5,269                        5,379
                                          ---------------------------------------------------------------------------
                                                        2,800                      1,701                        4,704
                                          ---------------------------------------------------------------------------
Expenses
     Amortization                                       3,628                      3,152                        7,342
     Consulting                                             -                      6,875                        7,550
     Marketing                                              -                      8,461                        8,461
     Office and administration                          3,304                      2,145                        8,572
     Organizational costs                                   -                          -                          665
     Professional fees                                 24,318                     18,656                       55,012
                                          ---------------------------------------------------------------------------
                                                       31,250                     39,289                       87,602
                                          ---------------------------------------------------------------------------

Net Loss From Operations                              (28,450)                   (37,588)                     (82,898)
                                          ---------------------------------------------------------------------------

Other Income
     Interest Income                                        -                          -                            2

Net Loss For The Period                   $           (28,450)      $            (37,588)     $               (82,896)
                                          ===========================================================================


Basic And Diluted Loss Per Share          $             (0.01)      $               (0.01)    $                 (0.03)
                                          ===========================================================================


Weighted Average Number Of Shares
Outstanding                                         3,200,000                  3,200,000                    3,039,044
                                          ===========================================================================

        The accompanying notes are an integral part of these statement.

                                      F-16
</TABLE>

<PAGE>


<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                    STATEMENTS OF CASH FLOWS




                                                                                                    Cumulative amounts from
                                                        Year ended             Year ended             Date of Inception on
                                                     November 30 2008      November 30, 2007          November 18, 2005 to
                                                                                                       November 30, 2008
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>                     <C>

Cash Flows from Operating Activities
     Net loss                                    $          (28,450)   $          (37,588)     $                 (82,896)

Adjustments to Reconcile Net Loss to Net Cash
Used by Operating Activities:
     Depreciation and amortization                            3,628                 3,152                          7,342
     Inventory                                                    -                 2,660                              -
     Prepaid expenses                                             -                 6,875                            (93)
     Accounts payable and accrued liabilities                 5,795                   (28)                        11,065
                                                 ----------------------------------------------------------------------------
     Cash (Used in) Operating Activities                    (19,027)              (24,929)                       (64,582)
                                                 ----------------------------------------------------------------------------

Cash Flows from Investing Activities
     Additions to capital assets                                  -                (6,836)                        (6,836)
     Additions to intangibles                                     -                     -                         (4,048)
                                                 ----------------------------------------------------------------------------
     Net Cash (Used in) Investing Activities                      -                (6,836)                       (10,884)
                                                 ----------------------------------------------------------------------------

Cash Flows From Financing Activities
    Issuance of common shares                                     -                     -                         95,000
    Offering costs                                                -                     -                        (14,501)
    Foreign currency translation adjustment                    (736)                1,836                           (129)
                                                 ----------------------------------------------------------------------------
    Net Cash Provided by (Used in) Financing
    Activities                                                 (736)                1,836                         80,370
                                                 ----------------------------------------------------------------------------
(Decrease) Increase in Cash during the Period               (19,763)              (29,929)                         4,904

Cash, Beginning Of Period                                    24,667                54,596                              -
                                                 ----------------------------------------------------------------------------

Cash, End Of Period                              $            4,904    $           24,667      $                   4,904
                                                 ============================================================================


Supplemental Disclosure Of Cash Flow
     Cash paid for:
         Interest                                $                -    $                -      $                       -
         Income taxes                            $                -    $                -      $                       -
                                                 ============================================================================

                The accompanying notes are an integral part of these statements.


                                              F-17
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

           For the Period from November 18, 2005 (Inception) through November 30, 2008


                                                                             DEFICIT ACCUMULATED
                                              CAPITAL STOCK                                          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          700,000           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 offering costs
  of $14,501

Foreign currency translation
Net loss for the year 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

Foreign currency translation
Net loss for the year ended
November 30, 2007                         -             -                -           (37,588)                 -             (37,588)
                               -----------------------------------------------------------------------------------------------------

Balance, November 30, 2007        3,200,000  $      3,200   $       77,299   $       (54,446)      $        607        $     26,660

Foreign currency translation
Net loss for the year ended
November 30, 2008                         -             -                -           (28,450)                 -             (28,450)
                               -----------------------------------------------------------------------------------------------------

Balance, November 30, 2008        3,200,000  $      3,200   $       77,299   $       (82,896)      $       (129)       $     (2,526)
                               =====================================================================================================

                The accompanying notes are an integral part of these statements.


                                              F-18
</TABLE>

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 2008


1.    NATURE AND CONTINUENCE OF OPERATIONS

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

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

         Based upon their  business  plan,  the Company is a  development  stage
         enterprise.   Accordingly,   financial   statements  are  presented  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  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   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.  A valuation  allowance is established  when necessary to
              reduce deferred tax assets to the amount expected to be realized.

         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.
              Diluted  earnings  per share is not shown for periods in which the
              Company  incurs  a loss  because  it would  be  anti-dilutive.  At
              November 30, 2008, the Company had no stock  equivalents that were
              anti-dilutive and excluded in the earnings per share computation.

                                      F-19
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 2008

         d)   Estimated Fair Value of Financial Instruments
              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash, prepaid expense,  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
              It  is  the  Company's   policy  that  revenue  is  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
              collectability  is reasonably  assured.  Revenue  recognition from
              consignment inventory consists of commission income.

         f)   Inventory
              Inventory  is stated at the lower of cost or market.  We generally
              determine  the costs by the  first-in  first-out  or average  cost
              methods.  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 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 pre
              -vailing 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 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  are in
              conformity with generally  accepted  accounting  principles  which



                                      F-20
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 2008

              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.

         j)   Cash and Cash Equivalents
              All highly liquid debt  instruments  with an original  maturity of
              three months or less are considered to be cash equivalents.

         k)   Equipment
              Property and equipment are recorded at cost and  depreciated  over
              their estimated useful lives.  The Company uses the  straight-line
              method of  depreciation.  A summary of the estimated  useful lives
              follows:

                  Computer equipment                 3 years

         l)   Website Development Costs
              Website  development  costs  representing   capitalized  costs  of
              design,  configuration,  coding,  installation  and testing of the
              Company's  website is  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, 2008 was $3,261
              and amortization  expense for the year ended November 30, 2008 was
              $1,349. Estimated future amortization for the website is estimated
              to be $788 for the year ending November 30, 2009.  Ongoing website
              post-implementation  costs of  operation,  including  training and
              application maintenance, will be charged to expense as incurred.

         m)   Concentrations
              Financial  instruments  that  potentially  subject  the Company to
              concentrations of credit risk consist principally of cash and cash
              equivalents. At November 30, 2008, approximately $4,904 of cash or
              cash   equivalents  was  not  insured  by  agencies  of  the  U.S.
              Government.

         n)   Recent Accounting Pronouncements
              There were various accounting standards and interpretations issued
              during  2008  and  2007,  none of  which  are  expected  to have a
              material impact on the Company's financial position, operations or
              cash flows.

         o)   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 at November  30, 2008 of  approximately  $82,900.  These
         matters  raise  substantial  doubt  about its  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 its ability
         to meet its financing  requirements,  raise additional capital, and the


                                      F-21
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 2008

         success of its future  operations.  There is no  assurance  that future
         capital raising plans will be successful in obtaining  sufficient funds
         to assure its eventual profitability. Management is actively seeking to
         add new products  and/or  services in order to show  profitability.  In
         addition,  one of the members of the board of  directors  has agreed to
         loan  funds to the  Company if needed.  To date,  due to the  continued
         economic  conditions,  they have not yet been able to find products and
         services  that would  contribute  to their  business.  We believe  that
         actions  planned and presently  being taken to revise its operating and
         financial  requirements will 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.

         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
         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 NOL carry
         forwards  expire in various years through 2028. The Company's  deferred
         tax assets are offset by a valuation  allowance due to the  uncertainty
         of the realization of the NOL carry-forwards. NOL 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, 2007        54,446         Various          13,612                      (9,397)          -
November 30, 2008        28,450           2028           7,112                       (7,112)          -
</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%
                                                                     ===========

                                      F-22
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                November 30, 2008

6. RELATED PARTY TRANSACTIONS

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





















                                      F-23
<PAGE>


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

None.

ITEM 8A. Controls and procedures

Disclosure Controls and Procedures

The Company,  under the supervision and with the  participation of the Company's
management,  including the  Company's  President  and Chief  Financial  Officer,
performed an evaluation of the  effectiveness of the design and operation of the
Company's  disclosure  controls and procedures as of December 14, 2008. Based on
that  evaluation,   the  Company's   management  concluded  that  the  Company's
disclosure controls and procedures were effective as of November 30, 2008.


ITEM 8(A)T.  INTERNAL CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange  Act). Our internal  control over financial  reporting is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations,  internal controls over financial reporting
may  not  prevent  or  detect  misstatements.   Therefore,  even  those  systems
determined  to be effective can provide only  reasonable  assurance of achieving
their  control  objectives.   Furthermore,   smaller  reporting  companies  face
additional limitations. Smaller reporting companies employ fewer individuals and
find it difficult to properly segregate duties. Smaller reporting companies tend
to utilize  general  accounting  software  packages  that lack a rigorous set of
software controls.

Our  management,  with the  participation  of the President and Chief  Financial
Officer,  evaluated the  effectiveness  of the Company's  internal  control over
financial  reporting  as of November 30, 2008.  In making this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations  of  the  Treadway   Commission  (COSO)  in  Internal  Control  --
Integrated Framework.  Based on that evaluation,  our management concluded that,
as of November 30 2008, our internal  control over  financial  reporting was not
effective  due  to  material  weaknesses  in the  system  of  internal  control.
Specifically, management identified the following control deficiency:

        -     The  Company  has  installed  accounting  software  that  does not
              prevent  erroneous or unauthorized  changes to previous  reporting
              periods and does not  provide an  adequate  audit trail of entries
              made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its
system of internal  control over  financial  reporting,  it believes that it has
taken reasonable steps to ascertain that the financial  information contained in
this report is in accordance  with  generally  accepted  accounting  principles.
Management has determined that current resources would be appropriately  applied
elsewhere and when resources  permit,  they will alleviate  material  weaknesses
through various steps.

This  Annual  Report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this Annual Report.

                                       24
<PAGE>

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred
during the last  fiscal  quarter  covered by this  report  that have  materially
affected,  or are reasonably  likely to affect,  the Company's  internal control
over financial reporting.

ITEM 8B. Other Information

None.


                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

Effective  September  12, 2008,  Gaye Adam  resigned  from the Company  Board of
Directors.  She also  resigned as the Company's  President  and Chief  Executive
Officer, at that time.

On September  12, 2008,  Shari  Sookarookoff  was appointed as a director and as
President  and Chief  Executive  Officer of the Company.  Ruth Saunders was also
appointed as a director of the Company.

Greg Adams was  reappointed as a director and as  Secretary/Treasurer  and Chief
Financial Officer of the Company.

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

     Name                        Age         Offices Held

     Shari Sookarookoff          30          Director, CEO, President
     Greg Adams                  26          Director, CFO, Secretary, Treasurer
     Ruth Saunders               33          Director


SHARI SOOKAROOKOFF, CEO, PRESODENT, MEMBER OF THE BOARD

Shari  Sookarookoff  has served as President  and Director  since  September 12,
2008. The term of her office is for two years and is thereafter  renewable on an
annual basis.

Since  1994,  Ms.  Sookarookoff  has been  employed by Alberta  Forest  Products
Shippers Association, a freight broker located in Edmonton, Alberta, Canada that
is dedicated to facilitate the freight  requirements of numerous lumber mills in
the  Province  of Alberta,  Canada.  In June 1999,  she was  promoted to traffic
coordinator.

In July 2002, Ms. Sookarookoff left Alberta Forest Products Shippers Association
for her present  position with Spruce Land  Millworks  (located in Spruce Grove,
Alberta,  Canada)  as  manager  of  the  shipping  department.   Resourcing  her
accumulated knowledge within the truck brokerage industry.

Ms.  Sookarookoff is not an officer or director of any other  reporting  company
that  files  annual,  quarterly  or  periodic  reports  with the  United  States
Securities and Exchange Commission.

GREGORY ADAMS, CFO, SECRETARY/TREASURER, MEMBER OF THE BOARD

Greg Adams has served as CFO,  Secretary/Treasurer,  and Director since November
28, 2005. The term of his office is for two years and is thereafter renewable on
an annual basis.

Mr. Adams has been an  independent  contractor  in the field of animation  since
April 2006. In April 2006, he graduated  with a Diploma in Commercial  Animation
from  Capilano  University  (Formerly  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

                                       25
<PAGE>

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. As part of his curriculum at Capilano College, Mr.
Adams developed a Flash based website to showcase his portfolio.

RUTH SAUNDERS, MEMBER OF THE BOARD

Ruth Saunders has served as Director  since  September 12, 2008. The term of her
office is for two years and is thereafter renewable on an annual basis.

Since  graduating in the spring of 2008 with a Diploma in Public  Relations from
Grant  MacEwan  College in Edmonton,  Ms.  Saunders has been employed by Alberta
Health and Wellness in their public relations department.

After having received a Journalism  Diploma in 1997 from Grant MacEwan  College,
Ms.  Saunders  was a  Journalist  for ten (10) years.  She worked first with the
Hinton Parklander in Hinton,  Alberta,  for 3 years and then with the Wetaskiwin
Times Advertiser in Wetaskiwin, Alberta, from 2001 though 2007.

Ms. Saunders is not an officer or director of any other  reporting  company that
files annual,  quarterly,  or periodic reports with the United States Securities
and Exchange Commission.

GAYE ADAMS

Ms. Adams served as CEO,  President,  and Director  from November 18, 2005 until
her   resignation   on  September  12,  2008.  Ms.  Adams  also  served  as  the
Secretary/Treasurer  from  November  18th,  2005 until her  resignation  date of
November  28th,   2005.  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
status with the  Federation  of Canadian  Artists,  and in 1998 given  Signature
status with the Federation of Canadian Artists.


Significant Employees

None.


Family Relationships

Gaye Adams and Gregory Adams are mother and son.


Involvement in Certain Legal Proceedings

None.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires any person who
is a  director  or  executive  officer or who  beneficially  holds more than ten
percent (10%) of any class of our securities which have been registered with the
Securities  and Exchange  Commission,  to file reports of initial  ownership and
changes in ownership with the Securities and Exchange Commission.  These persons
are  also  required  under  the  regulations  of  the  Securities  and  Exchange
Commission to furnish us with copies of all Section 16(a) reports they file.

To our knowledge,  based solely on our review of the copies of the Section 16(a)
reports  furnished  to us and a review of our  shareholders  of  record  for the
fiscal year ended November 30, 2008, there were no filing delinquencies.

                                       26
<PAGE>

Code of Ethics

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

Corporate Governance; Audit Committee Financial Expert

We currently do not have an audit committee  financial  expert or an independent
audit  committee  expert due to the fact that our Board of  Directors  currently
does not have an independent audit committee.  Our Board of Directors  currently
has only one (1)  independent  member,  and thus,  does not have the  ability to
create a proper independent audit committee.


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.

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 January 31, 2009 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 November 30,
2008, 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

                                       27
<PAGE>

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 November 30,
2008 by each of the  individual  directors  and  executive  officers  and by all
directors and executive officers as a group.

<TABLE>
<CAPTION>

==================================================================================================
Title of      Name and Address of Beneficial Owner                      Amount and
Class                                                                   Nature of       Percent of
                                                                        Beneficial      Class(1)
                                                                        Ownership
--------------------------------------------------------------------------------------------------
<S>           <C>                                                       <C>             <C>

Common        Shari Sookarookoff                                          1,800,000        56.25%
              CEO, President & member of the Board of Directors
              328 Twin Brooks Dr NW
              Edmonton AB, Canada, T6J 6S5
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Common        Greg Adams                                                   700,000        21.875%
              CEO, President & member of the Board of Directors
              328 Twin Brooks Dr NW
              Edmonton AB, Canada, T6J 6S5
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Common        Ruth Saunders                                                   0            0.00%
              Director
              3508 - 48 Street
              Edmonton, AB, Canaca, T6L 3R4
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Common        Directors and officers as a group (3 individuals)           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). Based on 3,200,000 shares of common
stock issued and outstanding.


ITEM  12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE.

We have not entered into any transaction nor are there any proposed transactions
in which any founder, 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.


ITEM 13. EXHIBITS.

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-B.

         Exhibit Index

     3.1          Articles of Incorporation(1)
     3.2          Bylaws(1)
     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.*
*  Filed herewith.
(1)Incorporated  by reference to our SB-2  Registration  Statement,  file number
333-133347, filed on April 18, 2006.


                                       28
<PAGE>

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,  and for the  reviews of the
financial statements included in our Quarterly Reports on Form 10-QSB during the
fiscal  years  ended  November  30,  2008  and  2007,  were  $8,050  and  $6,750
respectively.

Audit Related Fees.

We incurred nil fees to auditors  for audit  related fees during the fiscal year
ended November 30, 2008 and 2007.

Tax Fees.

We  incurred  nil  fees  to  auditors  for tax  compliance,  tax  advice  or tax
compliance services during the fiscal year ended November 30, 2008 and 2007.

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, 2008 and 2007.

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.







                                       29
<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 6th day of March,
2009.


                             ONLINE ORIGINALS, INC.




Date: May 26, 2009                 By: /s/ Shari Sookarookoff
                                      ----------------------

                                    Name: Shari Sookarookoff
                                    Title: President/CEO, principal executive
                                           officer, & Director




Date: May 26, 2009                 By: /s/ Gregory Adams
                                      -----------------

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



Date: May 26, 2009                  By: /s/ Ruth Saunders
                                       --------------------

                                   Name: Ruth Saunders
                                   Title:  Director




                                       30