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

                                    FORM 10-Q

(Mark One)

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

                   For the quarterly period ended May 31, 2009

                                       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, AB, Canada, T8A 5L7
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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  [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).  Yes [ ]     No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition  of "large  accelerated  filer",  "accelerated  filer"  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Larger accelerated filer [ ]                  Accelerated filer [ ]
Non-accelerated filer    [ ]                  Smaller reporting company [X]

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


                                       1
<PAGE>

Number of shares  issued and  outstanding  of the  registrant's  class of common
stock as of June 20, 2009: 3,200,000 shares of common stock

The Company did not  recognize  any  revenues  during the quarter  ended May 31,
2009.



                                       2
<PAGE>

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                              Page
                                                                                             ----
<S>         <C>                                                                          <C>

            Balance Sheets                                                                    F-5

            Interim Statements of Operations                                                  F-6

            Interim Statements of Cash Flows                                               F-7 - F-8

            Interim Statement of Changes in Stockholders' Equity (Deficit)                    F-9

            Notes to Interim Financial Statements                                         F-10 to F-13

Item 2.  Management's Discussion and Analysis                                                 14

Item 3   Quantitative and Qualitative Disclosure about Market Risk                            16

Item 4.  Controls and Procedures                                                              16

Item 4(A) T.  Controls and Procedures                                                         16


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                   17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable         17

Item 3.  Defaults upon Senior Securities - Not Applicable                                     17

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                 17

Item 5.  Other Information                                                                    17

Item 6.  Exhibits                                                                             18

SIGNATURES                                                                                    19
</TABLE>


                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS




                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  May 31, 2009

                                   (Unaudited)


                                                                      Page

Financial Statements:

     Balance Sheets                                                    F-5

     Interim Statements of Operations                                  F-6

     Interim Statements of Cash Flows                               F-7 - F-8

     Interim Statement of Changes in Stockholders' (Deficit)           F-9

     Notes to Interim Financial Statements                         F-10 to F-13




                                       F-4
<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                         BALANCE SHEETS
                                         --------------



                                                                                    May 31,             November 30,
                                                                                     2009                   2009
                                                                                  (Unaudited)           (See Note 1)
 ASSETS
<S>                                                                        <C>                   <C>

 Current Assets
    Cash                                                                    $        1,646       $         4,904
    Prepaid expense                                                                    151                    93
                                                                           ------------------------------------------
    Total Current Assets                                                             1,797                 4,997

 Computer Equipment, net of depreciation of $5,220                                   1,616                 2,755
 Website Development Costs, net of amortization of $3,935                              112                   787
                                                                           ------------------------------------------
                                                                                     1,728                 3,542
                                                                           ------------------------------------------

 TOTAL ASSETS                                                               $        3,525       $         8,539
                                                                           ==========================================

 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 LIABILITIES

 Current Liabilities
     Accounts payable                                                       $       10,286       $         4,565
    Accrued liabilities                                                              2,900                 6,500
                                                                           ------------------------------------------
    Total Liabilities, all current                                                  13,186                11,065
                                                                           ------------------------------------------

Commitments and Contingencies (Note 4)

 STOCKHOLDERS' (DEFICIT)

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 common shares as at May 31, 2009 and                             3,200                 3,200
          November 20, 2008
     Additional paid-in capital                                                     77,299                77,299
     Accumulated comprehensive income                                                 (140)                 (129)
 Deficit Accumulated During the Development Stage                                  (90,020)              (82,896)
                                                                           ------------------------------------------
    Total Stockholders' (Deficit)                                                   (9,661)               (2,526)
                                                                           ------------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                              $        3,525       $         8,539
                                                                           ==========================================

                The accompanying notes are an integral part of these statements.


                                               F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                ONLINE ORIGINALS, INC.
                             (A Development Stage Company)

                           INTERIM STATEMENTS OF OPERATIONS
                           --------------------------------

                                      (Unaudited)


                                            Three month period           Three month period
                                                   ended                       ended
                                                  May 31,                     May 31,
                                                   2009                         2008
                                      ----------------------------------------------------
<S>                                   <C>                         <C>

Revenue                               $                   -       $                    -
                                      ----------------------------------------------------

Cost of Goods Sold                                        -                            -
                                                          -                            -
                                      ----------------------------------------------------
Expenses
     Amortization                                       907                          907
     Consulting                                           -                            -
     Marketing                                            -                            -
     Office and administration                          146                          322
     Organizational costs                                 -                            -
     Professional fees                                3,251                        6,482
                                      ----------------------------------------------------
                                                      4,304                        7,711
                                      ----------------------------------------------------

Net Loss From Operations                             (4,304)                      (7,711)
                                      ----------------------------------------------------

Other Income
     Interest Income                                      -                            -
                                      ----------------------------------------------------

Net Loss                              $              (4,304)      $               (7,711)
                                      ====================================================


Basic And Diluted Loss Per Share      $              Nil          $                Nil
                                      ====================================================


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


                   The accompanying notes are an integral part of these statements.

                                                  F-6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                INTERIM STATEMENTS OF OPERATIONS
                                --------------------------------

                                           (Unaudited)


                                             Six month period             Six month period        Date of Inception
                                                   ended                       ended                (November 18,
                                                  May 31,                     May 31,                 2005) to
                                                   2009                         2008                May 31, 2009
                                      --------------------------------------------------------------------------------
<S>                                   <C>                         <C>                         <C>

Revenue                               $                   -       $                1,760      $                10,083
                                      --------------------------------------------------------------------------------

Cost of Goods Sold                                        -                            -                        5,379
                                      --------------------------------------------------------------------------------
                                                          -                        1,760                        4,704
                                      --------------------------------------------------------------------------------
Expenses
     Amortization                                     1,814                        1,814                        9,156
     Consulting                                           -                            -                        7,550
     Marketing                                            -                            -                        8,461
     Office and administration                          376                        1,780                        8,948
     Organizational costs                                 -                            -                          665
     Professional fees                                4,934                       14,803                       59,946
                                      --------------------------------------------------------------------------------
                                                      7,124                       18,397                       94,726
                                      --------------------------------------------------------------------------------

Net Loss From Operations                             (7,124)                     (16,637)                     (90,022)
                                      --------------------------------------------------------------------------------
Other Income
     Interest Income                                      -                            -                            2
                                      --------------------------------------------------------------------------------

Net Loss                              $              (7,124)      $              (16,637)     $               (90,020)
                                      ================================================================================


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

Weighted Average Number Of Shares
Outstanding                                       3,200,000                    3,200,000                    3,061,521
                                      ================================================================================

                The accompanying notes are an integral part of these statements.

                                              F-7
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)

                                        INTERIM STATEMENTS OF CASH FLOWS
                                        --------------------------------

                                                   (Unaudited)


                                                        Six month              Six month               Date of Inception
                                                       period ended           period ended           (November 18, 2005) to
                                                       May 31, 2009           May 31, 2008                May 31, 2009
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>                     <C>
Cash Flows from Operating Activities
     Net loss                                    $           (7,124)   $          (16,637)     $                 (90,020)

Adjustments to Reconcile Net Loss to Net Cash
Used by Operating Activities
     Depreciation and amortization                            1,814                 1,814                          9,156
Changes in Operating Assets and Liabilities
     Prepaid expenses                                           (58)                    -                           (151)
     Accounts payable and accrued liabilities
                                                              2,121                 1,189                         13,186
                                                 -----------------------------------------------------------------------------
     Net Cash Used in Operating Activities                   (3,247)              (13,634)                       (67,829)
                                                 -----------------------------------------------------------------------------

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

Cash Flows From Financing Activity
    Issuance of common shares                                     -                     -                         95,000
    Offering costs                                                -                     -                        (14,501)
    Foreign currency translation adjustment                     (11)                   18                           (140)
                                                 -----------------------------------------------------------------------------
    Net Cash (Used) Provided by Financing
    Activities                                                  (11)                   18                         80,359
                                                 -----------------------------------------------------------------------------
Net (Decrease) Increase in Cash during the
Period                                                       (3,258)              (13,616)                         1,646

Cash, Beginning Of Period                                     4,904                24,667                              -
                                                 -----------------------------------------------------------------------------

Cash, End Of Period                              $            1,646    $           11,051      $                   1,646
                                                 =============================================================================


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

                        The accompanying notes are an integral part of these statements.

                                                       F-8
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)
                             INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                             -------------------------------------------------------
                                                  MAY 31, 2009
                                                   (Unaudited)

                                                                               DEFICIT ACCUMULATED
                                               CAPITAL STOCK                                            ACCUMULATED
                               -----------------------------------------------
                                                                ADDITIONAL          DURING THE            COMPRE-
                                                                  PAID-IN          DEVELOPMENT            HENSIVE
                                  SHARES          AMOUNT          CAPITAL             STAGE                INCOME            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, net      700,000           700            54,799                 -                  -              55,499
of offering costs of $14,501
Foreign currency translation
adjustment                              -             -                 -                 -             (1,229)             (1,229)
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
adjustment                              -             -                 -                 -              1,836               1,836
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
adjustment                              -             -                 -                 -               (736)               (736)
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)
                               ---------------------------------------------------------------------------------------------------

Foreign currency translation
adjustment                              -             -                 -                 -                (11)                (11)
Net loss for the period                 -             -                 -            (7,124)                 -              (7,124)
ended May 31, 2009
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2009           3,200,000  $      3,200    $       77,299   $       (90,020)      $       (140)       $     (9,661)
                               ---------------------------------------------------------------------------------------------------

                          The accompany notes are an integral part of these statements.


                                                       F-9
</TABLE>

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------
                                  MAY 31, 2009
                                   (Unaudited)


1.    UNAUDITED STATEMENTS

         While the information  presented in the accompanying  interim financial
         statements is unaudited,  it includes all adjustments which are, in the
         opinion  of  management,  necessary  to present  fairly  the  financial
         position,  results of operations and cash flows for the interim periods
         presented.   Except  as  disclosed  below,   these  interim   financial
         statements  follow the same  accounting  policies  and methods of their
         application as the Company's audited November 30, 2008 annual financial
         statements.  It is suggested that these interim financial statements be
         read in conjunction with the Company's audited financial statements for
         the year  ended  November  30,  2008,  included  in the  annual  report
         previously  filed with the Securities  and Exchange  Commission on Form
         10-K. The results of operations for the interim  periods  presented are
         not  necessarily  indicative of the results to be expected for the full
         year.

         The  information  as of  November  30,  2008 is taken from the  audited
         financial statements of that date.


2.    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.


3.   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.

                                       F-10
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------
                                  MAY 31, 2009
                                   (Unaudited)

         c)   Basic and Diluted Loss per Share
              In accordance with SFAS No. 128 - "Earnings per Share",  the basic
              loss per common share is computed by dividing  net loss  available
              to common  stockholders  by the weighted  average number of common
              shares  outstanding.  Diluted  loss per common  share is  computed
              similar to basic loss per common share except that the denominator
              is increased  to include the number of  additional  common  shares
              that would have been  outstanding  if the potential  common shares
              had been issued and if the additional common shares were dilutive.
              At May 31, 2009,  the Company had no stock  equivalents  that were
              anti-dilutive and excluded in the earnings per share computation.

         d)   Estimated Fair Value of Financial Instruments
              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash, prepaid expense,  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.

         f)   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
              prevailing during the period.

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

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

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

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

         g)   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.

                                       F-11
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------
                                  MAY 31, 2009
                                   (Unaudited)

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

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

         j)   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

         k)   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 May 31, 2009, was $3,935 and
              amortization  expense for the three  months ended May 31, 2009 was
              $337.  Ongoing  website  post-implementation  costs of  operation,
              including training and application maintenance, will be charged to
              expense as incurred.

         l)   Concentrations
              Financial  instruments  that  potentially  subject  the Company to
              concentrations of credit risk consist principally of cash and cash
              equivalents. At May 31, 2009, approximately $1,646 of cash or cash
              equivalents  that  were  not  insured  by  agencies  of  the  U.S.
              Government.

         m)   Recent Accounting Pronouncements
              There were various accounting standards and interpretations issued
              during  2009  and  2008,  none of  which  are  expected  to have a
              material impact on the Company's financial position, operations or
              cash flows.

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



     4.  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 accumulated  deficit of $90,020 at May 31, 2009.  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 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  believes  that actions
         planned and presently being taken to revise its operating and financial
         requirements  provide the  opportunity for the Company to continue as a

                                       F-12
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------
                                  MAY 31, 2009
                                   (Unaudited)

         going concern.  The financial statements do not include any adjustments
         that might result from these uncertainties.


5.       COMMON STOCK

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

         During the six months ended May 31, 2009, the Company did not issue any
         shares of its common stock.


6.       INCOME TAXES

         The  Company is  subject to foreign  and  domestic  income  taxes.  The
         Company has minimal income with net losses of $90,020 since  inception,
         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, 2008        82,896         Various          20,724                      (20,724)         -
          May 31,             7,124            2029           1,781                       (1,781)          -
</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%
                                                                       =========


7.       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-13
<PAGE>


Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial results,  or other  developments.
Forward-looking  statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business,  economic, and competitive,
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any  forward-looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

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 Quarterly  Report on Form 10-Q, our Quarterly
Report on Form 10-Q filed April 20, 2009,  and our Amended Annual Report on Form
10-K/A filed May 28, 2009.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of November 30, 2008,  and for each of the years in the
two-year period then ended; include a "going concern" explanatory paragraph that
describes  substantial  doubt about the Company's ability to continue as a going
concern.  Management's  plans in regard to the factors prompting the explanatory
paragraph  are  discussed  below and also in Note 4 to the  unaudited  quarterly
financial statements.

Operations

We are  establishing  a business,  which  provides a website  where  members and
customers are able to bid on and purchase  pieces of art. Our target cliental is
the artistic community and those who enjoy purchasing,  learning, and discussing
art. We also represent pieces from artists, art owners, and members of the site,
as  well  as  one-time  users  looking  to  sell  a  single  piece  through  our
gallery/auction website.

The  website,  www.artbyonlineoriginals.com,  showcases a variety of art ranging
from  paintings,  drawings,  prints,  and  sculptures.  We intend  to  develop a
community of art enthusiasts  through this site that will have profiles of other
members and member's  comments on other sellers so individuals  feel comfortable
purchasing online.

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

Buyers are able to purchase art pieces from the website using different forms of
payment. We are focusing on buyers and art collectors who are using the Internet
to find what they are looking for. Members are able to enter the website and log
into their account.

Principal Products and Services
-------------------------------

We are  developing an online art  gallery/auction  house that allows members and
users to  purchase  original  art pieces  online.  We  currently  do not have an
inventory  of  art  pieces.  Eventually,  the  available  artwork  will  include
paintings, drawings, prints, and sculptures from artists, art owners and members
of the site. Members of the site,  one-time users and we will sell these pieces.
Fees and commissions will be charged for the services we provide.


                                       14
<PAGE>

Plan of Operation

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.

We are continuing the sale of memberships and inventory items when available. We
have no employees  at the present  time.  We will  continue to operate with very
limited  administrative  support.  Our current  officers will  continue  without
compensation,  for at least  the next  three  months.  This  will  enable  us to
continue to preserve capital during this stage of our development.

On June  30,  2009,  Gregory  Adams  resigned  as  Secretary/Treasurer  and as a
director of the Company.  In addition,  on June 30,  2009,  Shari  Sookarookoff,
President   and  Chief   Executive   Officer  of  the  Company,   was  appointed
Secretary/Treasurer and Chief Financial Officer of the Company.

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

We are actively  seeking to add new products  and/or  services that we can offer
through our website.  A new marketing strategy will be developed as new products
and services are identified.

Liquidity

At May 31,  2009,  our cash  balance was $1,646.  In  addition,  we have prepaid
expenses of $151. 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.

At May 31, 2009, we had working capital  deficit of $11,389  compared to working
capital  deficit of $6,068 at November  30,  2008.  At May 31,  2009,  our total
assets consisted of cash of $1,646,  prepaid expenses of $151 and capital assets
of $1,728.  This compares  with total assets at November 30, 2008  consisting of
cash of $4,904, prepaid expenses of $93 and capital assets of $3,542.

At May 31, 2009, our total current liabilities increased to $13,186 from $11,065
at November 30, 2008. During the six months ended May 31, 2009, accounts payable
and accrued liabilities increased by $2,121.

We did not recognize any revenues from  operations  during the six months ending
May 31, 2009.  We believe our existing  cash  balances will not be sufficient to
carry  our  normal  operations  over the next  three (3)  months.  Our short and
long-term survival is dependent on funding from sales of securities as necessary
or from shareholder  loans,  and thus, to the extent that we require  additional
funds to support  our  operations  or the  expansion  of our  business,  we will
attempt to sell  additional  equity shares or issue debt. Any sale of additional
equity securities will result in dilution to our stockholders.  Recent events in
worldwide  capital markets may make it more difficult for us to raise additional
equity or capital.  There can be no  assurance  that  additional  financing,  if
required, will be available to us or on acceptable terms.

In  addition,  the  United  States 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.

Result of Operations

For The Three Months  Ended May 31, 2009  Compared To The Three Months Ended May
31, 2008.

We did not recognize any revenues from operational sales during the three months
ending May 31, 2009.  During the three  months  ended May 31,  2008,  we did not
recognize any revenues from operational activity.

                                       15
<PAGE>

For the three months ended May 31, 2009, operating expenses were $4,304 compared
to $7,711 for the three months  ended May 31,  2008.  The decrease of $3,407 was
due to a decrease in our operational activities over the prior period. Operating
expenses  during the three months ended May 31, 2009,  consisted of professional
fees  of  $3,251,   amortization   and  depreciation  of  $907  and  office  and
administration   costs  of  $146,  compared  to  professional  fees  of  $6,482,
amortization  and  depreciation of $907 and office and  administration  costs of
$322, for the three months ended May 31, 2008.

We  recognized  a net loss of $4,304 for the three  months  ended May 31,  2009,
compared to a net loss of $7,711 for the three months  ended May 31,  2008.  The
decrease  of $3,407 was a result of the  decrease  in  operational  expenses  as
discussed above.

For The Six Months  Ended May 31, 2009  Compared To The Six Months Ended May 31,
2008

We did not recognize revenues from operational sales during the six months ended
May 31, 2009 compared with revenues of $1,760 from  operational  activity during
the six months ended May 31, 2008.

During the six months  ended May 31,  2009,  we incurred  operating  expenses of
$7,124 compared to operating expenses of $18,397 during the six months ended May
31,  2008.  The  decrease  of $11,273 is a result of our  decreased  operational
activities.  During  the six months  ended May 31,  2009,  operational  expenses
consisted of professional fees of $4,934, depreciation and amortization costs of
$1,814,  and office and  administrative  expenses of $376.  This  compares  with
operational expenses consisted of $14,803 in professional fees, $1,780 in office
and  administrative  expenses and $1,814 in depreciation and amortization  costs
for the six months ended May 31, 2008.

During the six months  ended May 31,  2009,  we  recognized a net loss of $7,124
compared to a net loss of $16,637 for the six month  period  ended May 31, 2008.
The decreased loss is a result of a decrease in professional fees of $9,869, and
a decrease in office and administration of $1,404.  Revenues for the period also
decreased by $1,760.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the
Company is not required to provide information required by this Item.

ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  we conducted an evaluation,
under the supervision and with the  participation of our Chief Executive Officer
and Chief  Financial  Officer,  of our  disclosure  controls and  procedures (as
defined in Rules  13a-15(e)  and  15d-15(e)  under the 1934 Act).  Based on this
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our  disclosure  controls  and  procedures  are  effective  to ensure  that
information  required to be  disclosed  by us in reports  that we file or submit
under the 1934 Act is recorded,  processed,  summarized and reported  within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

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

                                       16
<PAGE>

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over  financial  reporting is as of the quarter  ended May 31,
2009.  We believe that 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.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This quarterly  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.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter  ended May 31,  2009,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

None.


Item 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.


Item 4.  Submission of Matters to a Vote of Security Holders

None.


Item 5.  Other Information

On June  30,  2009,  Gregory  Adams  resigned  as  Secretary/Treasurer  and as a
director of the Company.  On June 30, 2009,  Shari  Sookarookoff,  President and
Chief Executive Officer of the Company,  has been appointed  Secretary/Treasurer
and Chief Financial Officer or the Company.



                                       17
<PAGE>

Item 6.            Exhibits

(a) Pursuant to Item 601 of Regulation S-K, the following  exhibits are included
herein or incorporated by reference.

     Exhibit
     Number          Description
     -------         -----------

     31.1 Section 302  Certification - Chief Executive Officer / 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 / Chief Financial Officer.














                                       18
<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 ___ day of July,
2009.


                             ONLINE ORIGINALS, INC.


Date: July 11, 2009                 By: /s/ Shari Sookarookoff
                                        ----------------------

                                    Name: Shari Sookarookoff
                                    Title: President/Chief Executive Officer and
                                    Chief Financial (Accounting) Officer



























                                       19