As filed with the Securities and Exchange Commission on October 13, 2006

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

                                   FORM 10-QSB

(Mark One)

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

                      For the quarter ended August 31, 2006

                                       OR

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

           For the transition period from __________ to ______________

                        Commission File Number 333-133347

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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 _ No X

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

Number of shares  outstanding  of the  registrant's  class of common stock as of
October 13, 2006: 3,200,000

Authorized share capital of the registrant:  75,000,000 common shares, par value
of $0.001

The Company recorded $nil revenue for the quarter ended August 31, 2006.




<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS






                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                 August 31, 2006

                                   (Unaudited)

                                                                   Page

Financial Statements:

         Balance Sheets                                                F-3

         Statements of Operations                                      F-4

         Statements of Cash Flows                                      F-5

         Statement of Stockholders' Equity                             F-6

         Notes to Financial Statements                             F-7 to F-10



                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                         BALANCE SHEETS


                                                                               August 31, 2006      November 30, 2005
                                                                                 (unaudited)          (See Note 1)
<S>                                                                        <C>                 <C>

 ASSETS

 Current
    Cash                                                                    $      71,573      $       25,085
    Prepaid expenses                                                                   93                   -
                                                                           -----------------------------------------
    Total Current Assets                                                           71,666             25,085

 Website Development Costs, net of amortization                                     3,823
                                                                           -----------------------------------------

 Total Assets                                                               $      75,489     $       25,085
                                                                           =========================================

 LIABILITIES

 Current
     Accounts payable                                                       $           0     $          765
    Accrued liabilities                                                             3,750              2,000
                                                                           -----------------------------------------
    Total Current Liabilities                                                       3,750              2,765
                                                                           -----------------------------------------

      Commitments and Contingencies (Notes 4 and 7)

 STOCKHOLDERS' EQUITY

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 and 2,500,000 common shares as at August 31, 2006 and           3,200              2,500

     Additional paid-in capital                                                    91,800             22,500

 Deficit Accumulated During the Development Stage                                 (23,261)            (2,680)
                                                                           -----------------------------------------
    Total Stockholders' Equity                                                     71,739             22,320
                                                                           -----------------------------------------

      Total Liabilities and Stockholders' Equity                            $      75,489     $       25,085

                                                                           =========================================

                        The accompanying notes are an integral part of these statements.

                                                       F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)


                                    STATEMENTS OF OPERATIONS

                  PERIOD FROM INCEPTION, NOVEMBER 18, 2005, TO AUGUST 31, 2006
                                           (Unaudited)




                                            Three month period              Nine month              Cumulative amounts
                                           ended August 31, 2006        Period ended August            from Date of
                                                                             31, 2006                Incorporation on
                                                                                                    November 18 2005 to
                                                                                                      August 31, 2006
                                      ----------------------------------------------------------------------------
<S>                                   <C>                         <C>                         <C>

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


Expenses
     Amortization                                       225                        225                      225
     Organizational costs                                 -                          -                      665
     Professional fees                                4,000                     19,601                   21,601
     Office and administration                          316                        755                      770
                                      ----------------------------------------------------------------------------
                                                      4,541                     20,581                   23,261
                                      ----------------------------------------------------------------------------

Net Loss For The Period               $              (4,541)                   (20,581)                 (23,261)
                                      ============================================================================


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


Weighted Average Number Of Shares                 2,819,565                  2,607,299                2,534,303
Outstanding
                                      ============================================================================

                   The accompanying notes are an integral part of these financial statements.

                                                      F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)

                                            STATEMENTS OF CASH FLOWS

                          PERIOD FROM INCEPTION, NOVEMBER 18, 2005, TO AUGUST 31, 2006
                                                   (Unaudited)


                                                  Three month           Nine month,           Cumulative amounts from
                                                  period  ended         period ended            Date of Inception on
                                                  August 31, 2006       August 31, 2006         November 18, 2005 to
                                                                                                  August 31, 2006
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>               <C>
Cash Flows from Operating Activities
     Net loss for the period                  $           (4,541)              (20,581)  $                 (23,261)

Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities
     Amortization                                            225                   225                         225
     Prepaid expenses                                          0                   (93)                        (93)
     Accounts payable and accrued
     liabilities                                           3,120                   985                       3,750
                                              -------------------------------------------------------------------------

                                                          (1,196)              (19,464)                    (19,379)
                                              -------------------------------------------------------------------------

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

Cash Flows From Financing Activity
    Issuance of common shares                             70,000                70,000                      95,000
                                              -------------------------------------------------------------------------

Increase (Decrease) in Cash During the                    64,756                46,488                      71,573
Period

Cash, Beginning Of Period
                                                           6,817                25,085                           -
                                              -------------------------------------------------------------------------

Cash, End Of Period                           $           71,573                71,573                      71,573
                                              =========================================================================


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

                        The accompanying notes are an integral part of these statements.

                                                      F-5
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)


                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                         AUGUST 31, 2006
                                           (Unaudited)


                                                                                         DEFICIT ACCUMULATED
                                                        CAPITAL STOCK
                                        -------------------------------------------
                                                                        ADDITIONAL            DURING THE
                                                                          PAID-IN            DEVELOPMENT
                                           SHARES         AMOUNT          CAPITAL               STAGE               TOTAL
                                        ---------------------------------------------------------------------------------------
<S>                                     <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

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

Net loss for the period ended August                -            -                 -            (20,581)              (20,581)
31, 2006
                                        ---------------------------------------------------------------------------------------
Balance, August 31, 2006                    3,200,000  $     3,200   $        91,800    $       (23,261)        $      71,739
                                        ==============    ==========     ==============    ====================     ===========


        The accompanying notes are an integral part of these statements.

                                      F-6

</TABLE>




<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                 AUGUST 31, 2006
                                   (Unaudited)

1.    BASIS OF PRESENTATION

      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, 2005 annual  financial  statements.  It is suggested
      that these interim  financial  statements be read in conjunction  with the
      Company's November 30, 2005 audited financial statements.

      The  information  as of  November  30,  2005 is  taken  from  the  audited
financial statements of that date.


2.    NATURE AND CONTINUENCE OF OPERATIONS

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

     b)  Development Stage Activities
         The Company is in the  development  stage and has not yet  realized any
         revenues from its planned  operations.  Online Originals' business plan
         is to develop a  membership  based  website art  gallery/auction  house
         specifically focused on displaying and selling original artwork.

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


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

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

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

                                      F-7

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                 AUGUST 31, 2006
                                   (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 August 31, 2006, the Company had no stock equivalents that were
              anti-dilutive and excluded in the earnings per share computation.

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

         f)   Currency
              The  functional  currency  of the  Company  is the  United  States
              Dollar.

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

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

          i)  Website Development Costs
              Website  development  costs  representing   capitalized  costs  of
              design,  configuration,  coding,  installation  and testing of the
              Company's  website are capitalized  until initial  implementation.
              Upon  implementation,  the asset will be amortized to expense over
              its estimated  useful life of three years using the  straight-line
              method.  Ongoing website  post-implementation  costs of operation,
              including training and application maintenance, will be charged to
              expense as incurred.

          j)  Concentrations
              Financial  instruments  that  potentially  subject  the company to
              concentrations of credit risk consist principally of cash and cash

                                      F-8

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                 AUGUST 31, 2006
                                   (Unaudited)

              equivalents.  At August 31, 2006, the Company had $ 9,878 US Funds
              in deposit in a business bank account which are not insured and US
              equivalent  $61,695 in Canadian  funds in a business  bank account
              which are insured by a Federal Government agency.

         k)   Recent Accounting Pronouncements
              In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of
              Variable Interest  Entities," and a revised  interpretation of FIN
              46 ("FIN 46-R") in December 2003. FIN 46 requires certain variable
              interest  entities  ("VIEs")  to be  consolidated  by the  primary
              beneficiary of the entity if the equity investors in the entity do
              not have the  characteristics of a controlling  financial interest
              or do not have sufficient equity at risk for the entity to finance
              its activities without additional  subordinated  financial support
              from  other  parties.  The  provisions  of FIN  46  are  effective
              immediately  for all  arrangements  entered into after January 31,
              2003.  Since January 31, 2003, the Company has not invested in any
              entities it believes are variable  interest entities for which the
              Company is the primary  beneficiary.  For all arrangements entered
              into after January 31, 2003,  the Company was required to continue
              to apply FIN 46 through  April 30, 2004.  The Company was required
              to adopt the provisions of FIN 46-R for those  arrangements on May
              1, 2004. For arrangements  entered into prior to February 1, 2003,
              the Company was  required to adopt the  provisions  of FIN 46-R on
              May 1, 2004.  The  adoption of this  statement  did not impact the
              Company's  financial  position,  results  of  operations,  or cash
              flows.

               In December 2004, the Financial Accounting Standards Board (FASB)
               issued  FAS  123(R),   Shareholder  Based  Payments,  that,  upon
               implementation,  will  impact  the  Company's  net  earnings  and
               earnings  per share,  and change  the  classification  of certain
               elements  of the  statement  of cash flows.  FAS 123(R)  requires
               stock options and other share-based payments made to employees to
               be  accounted  for as  compensation  expense and recorded at fair
               value,  and to reflect  the related  tax  benefit  received  upon
               exercise  of the  options  in the  statement  of cash  flows as a
               financing  activity inflow rather than an adjustment of operating
               activity as currently  presented.  Consistent  with provisions of
               the new  standard,  the  Company  adopted FAS 123(R) in the third
               quarter of 2005, and to implement it on a prospective basis.

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

         l)   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 no business  operations to date and
         has  losses  to date of  approximately  $23,000.  These  matters  raise
         substantial  doubt about the  Company's  ability to continue as a going
         concern. In view of these matters, realization of certain of the assets
         in the  accompanying  balance  sheet is  dependent  upon the  Company's
         ability to meet its financing  requirements,  raise additional capital,
         and  the  success  of  its  future  operations.  The  Company  acquired
         additional  operating capital through equity offerings to the public to
         fund its business plan. There is no assurance that the equity offerings
         will be successful in raising  sufficient  funds to assure the eventual


                                      F-9

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                 AUGUST 31, 2006
                                   (Unaudited)

         profitability of the Company.  Management believes that actions planned
         and  presently  being  taken to  revise  the  Company's  operating  and
         financial  requirements  provide  the  opportunity  for the  Company to
         continue as a going concern.

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

5.       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.

6.       INCOME TAXES

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

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

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

<TABLE>
<CAPTION>

                                                    Estimated Tax                  Change in
                     Estimated NOL                  Benefit from     Valuation     Valuation      Net Tax
   Period Ending     Carry-forward   NOL Expires    NOL              Allowance     Allowance      Benefit
<S>                  <C>             <C>            <C>              <C>           <C>            <C>
 November 30, 2005        2,680            2026             402          (402)          (402)          -
  August 31, 2006         23,261           2027           3,489        (3,489)        (3,087)          -
</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 carryforward                                              (15%)
        Deferred income tax valuation allowance                         15%
                                                                 ---------------
        Actual tax rate                                                 0%
                                                                 ===============

7.    RELATED PARTY TRANSACTIONS

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

                                      F-10

<PAGE>

Item 2.   Management's Plan of Operation

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

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

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

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

PLAN OF OPERATION

We  are  in an  early  development  stage  of  operations.  Even  though  we are
inadvertently classified as a shell company as defined in Rule 12b-2, we believe
that we are not a shell  in that we are  continuing  to carry  out our  business
plan. We anticipate that we will commence revenues in October.

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-QSB;  our  Quarterly  Report on Form
10-QSB filed on July 7, 2006, and our Registration  Statement on Form SB-2 filed
on April 18, 2006.

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

                                       11

<PAGE>

This offering placed $70,000 into our treasury,  allowing us to proceed with our
Plan of  Operation  as set out in our  prospectus,  and in  accordance  with the
budget set out for our corporate  operations  for the twelve  months  commencing
August 1, 2006.  Because we just completed the sale of our common shares, we are
only now in a position to fully implement our business plan.

We have just  begun  operations  and  anticipate  the sales of  memberships  and
inventory items before the end of October. Since incorporation, we have not been
involved in any mergers, acquisitions or consolidations.  We have never declared
bankruptcy,  been in  receivership,  or been  involved  in any  legal  action or
proceedings.  We do not have any  full-time  employees at the present  time.  We
intend to operate  with very  limited  administrative  support,  and our current
officers  and  directors  will  continue  to be  responsible  for all  planning,
developing and operational duties, without compensation,  for at least the first
year of  operations.  This will enable us to preserve  capital  during the early
stages of company development.


Milestones

Our first  priority  is the  construction  of a website.  This has begun with an
initial cost of $4,048.  Our development of the website will be ongoing over the
next 2 to 4 months,  with a total  expected  cost of  $14,000  to  complete  the
website.  Even though we are still in the very  beginning of our  development of
the website,  in October two artists and their work are being featured.  We have
had expressed interest in our products and services. We are expecting revenue to
begin by the end of October, 2006.

We have begun  contacting both  experienced and unpublished  artists in order to
introduce  our  marketing  plan.  In  addition,  we have  begun  developing  our
membership  program. We have also contacted the local tourist bureau in order to
market our products though their international contacts.

Our purchase of inventory  pieces has begun.  We have presently spent $2,697 for
inventory items;  including an artists proof and  reproductions.  These `limited
edition'  pieces are presently  being sold at a `special  events'  display being
held by the local tourist bureau.  Tourist from around the world are expected to
attend this event.

The purchase of inventory  will be ongoing.  We expect that the inventory  level
will reach $12,000 by February 2007. Our inventory level will be managed closely
to ensure good turnover.  It is our intention to have our inventory turnover six
to eight times a year. Consequently,  we will do monthly evaluation of our sales
to adjust the  products and the quantity of each product we wish to carry in our
inventory stock.

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

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

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

We plan to  participate  in special  interest  mailing lists to gain  visibility
among targeted  audiences as well as generate  traffic for the website.  Special
interest  mailing lists are not direct  lists,  but instead are similar to email
newsletters  or  on-going  dialogues  dedicated  to  special  interests.  E-mail
messages  would be sent to specific  mailing  lists  targeting  the  individuals

                                       12

<PAGE>

currently  viewing  art and  showing a visible  interest in art. We also plan to
participate  in  industry  related  newsgroups  to gain  visibility  and develop
relationships with targeted markets.

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


Expenditures

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

================================================================================
Expenses
--------------------------------------------------------------------------------
Legal and Accounting                                                       3,490
--------------------------------------------------------------------------------
Website Development                                                        9,952
--------------------------------------------------------------------------------
Computers, Network, Hosting and Telecom                                    7,000
--------------------------------------------------------------------------------
Marketing and Promotions                                                  18,000
--------------------------------------------------------------------------------
Office Furniture, Equipment and Supplies                                   7,000
--------------------------------------------------------------------------------
Inventory                                                                 12,000
--------------------------------------------------------------------------------
Administration                                                             2,564
-------------------------------------------------------------------------------
Miscellaneous                                                                985
--------------------------------------------------------------------------------
Total                                                                    $60,991
================================================================================

The above expenditure items are defined as follows:

         Legal and Accounting:  This expenditure item refers to the normal legal
         and accounting  costs  associated  with  maintaining a publicly  traded
         company. We expect to make these expenditures throughout the year.

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

         Computers, Network, Hosting and Telecom: This expenditure refers to the
         mandatory costs associated with having a web-based business. Costs have
         been kept to a minimum to allow for greater  marketing and  promotions.
         These  costs,  however,  will cover  hosting  the website for one year,
         telephone service for a year, and internet service for one year as well
         as assisting in customer service,  regulatory maintenance and updating.
         This  expenditure  also  includes  the  cost  of  purchasing   computer
         equipment.

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

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

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

                                       13

<PAGE>

         Administration:  This  expense  is to cover the cost of bookkeeping and
         other administrative costs.

         Miscellaneous: This expense refers to any miscellaneous costs that have
         not been  otherwise  listed  such as bank  service  charges  and sundry
         items.  This amount should cover all unexpected  costs not mentioned or
         listed  in the  above  list.  Any  additional  funds  not  used in this
         category will be funneled back into marketing.

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

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


ITEM 3. 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 Rule 13a-15(e) of the Exchange Act). Based upon this evaluation,  our
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 the reports that we file or submit under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Commission's rules and forms.

There has been no change in our internal control over financial reporting during
the current  quarter 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.           Changes in Securities and Use of Proceeds

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

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

As of the  date of  this  Quarterly  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.

We did not incur any expenses in connection  with the issuance and  distribution
of the securities from May 12, 2006, to August 31, 2006.

The following table notes the use of proceeds for actual  expenses  incurred for
our account from May 12, 2006 to August 31, 2006.

                                       14

<PAGE>


     Expenses           Amount of direct or indirect       Amount of direct or
                      payments to directors, officers,     indirect payments to
                           general partners, 10%                 others
                     shareholders or affiliates of the
                                  Issuer
--------------------------------------------------------------------------------
Legal and Accounting                 $ 0                       $   4,510
--------------------------------------------------------------------------------
Website Development                  $ 0                       $   4,048
--------------------------------------------------------------------------------
Administration                       $ 0                       $     436
--------------------------------------------------------------------------------
Misc costs                           $ 0                       $      15
--------------------------------------------------------------------------------
Total                                $ 0                       $   9,009
                                                                ---------
--------------------------------------------------------------------------------


The  proceeds  from  our  offering  are to be  used to fund  our  operations  as
described in the SB-2 offering document  incorporated for reference herein.  See
also Item 2 "Plan of Operation".


Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.


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

None.


Item 5.  Other Information

None.


Item  6.          Exhibits

(a) Pursuant to Rule 601 of Regulation  SB, the following  exhibits are included
herein or incorporated by reference.

     Exhibit
     Number          Description

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

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



                                       15

<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  13th day of
October, 2006.


                             ONLINE ORIGINALS, INC.


Date: October 13, 2006     By: /s/ Gaye Adams
                               --------------
                           Name: Gaye Adams
                           Title: President/CEO, principal executive officer

Date: October 13, 2006     By: /s/ Gregory Adams
                               -----------------
                           Name: Gregory Adams
                           Title: Chief Financial Officer, principal financial
                           officer and principal accounting officer