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 August 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 October 1, 2009: 3,200,000 shares of common stock

The Company  recognized  revenues of $13,110 during the quarter ended August 31,
2009.

























                                       2
<PAGE>

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

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

            Balance Sheets                                                                    F-5

            Interim Statements of Operations                                               F-6 to F7

            Interim Statements of Cash Flows                                                  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 Rick                               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                                                                                17

SIGNATURES                                                                                       19
</TABLE>

                                       3

<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS




                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                 AUGUST 31, 2009

                                   (Unaudited)

<TABLE>

                                                                           Page
Financial Statements:
<S>                                                                     <C>

    Balance Sheets                                                          F-5

    Interim Statements of Operations                                     F-6 to F7

    Interim Statements of Cash Flows                                        F-8

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

    Notes to Interim Financial Statements                               F-10 to F-13
</TABLE>





                                       F-4
<PAGE>

<TABLE>
<CAPTION>

                                        ONLINE ORIGINALS, INC.
                                     (A Development Stage Company)

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



                                                                                  August 31,            November 30,
                                                                                     2009                   2008
                                                                                  (Unaudited)           (See Note 1)
 ASSETS
<S>                                                                        <C>                   <C>

 Current Assets
    Cash                                                                    $        3,825       $         4,904
    Prepaid expense                                                                    159                    93
                                                                           ------------------------------------------
    Total Current Assets                                                             3,984                 4,997

 Computer Equipment, net of depreciation of $5,790                                   1,046                 2,755
 Website Development Costs, net of amortization of $4,048                                -                   787
                                                                           ------------------------------------------
                                                                                     1,046                 3,542
                                                                           ------------------------------------------

 TOTAL ASSETS                                                               $        5,030       $         8,539
 ------------
                                                                           ==========================================

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 LIABILITIES

 Current Liabilities
     Accounts payable                                                       $          526       $         4,565
    Accrued liabilities                                                              3,400                 6,500
                                                                           ------------------------------------------
    Total Liabilities, all current                                                   3,926                11,065
                                                                           ------------------------------------------

Commitments and Contingencies (Note 4)

 STOCKHOLDERS' EQUITY (DEFICIT)

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 common shares as at August 31, 2009 and                          3,200                 3,200
     Additional paid-in capital                                                     77,299                77,299
     Accumulated comprehensive income                                                  298                  (129)
 Deficit Accumulated During the Development Stage                                  (79,693)              (82,896)
                                                                           ------------------------------------------
    Total Stockholders' Equity (Deficit)                                             1,104                (2,526)
                                                                           ------------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIT)                                                               $        5,030        $         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
                                              August 31,                   August 31,
                                                 2009                         2008
                                      ----------------------------------------------------
<S>                                   <C>                         <C>

Revenue                               $              13,110       $                1,040
                                      ----------------------------------------------------

Cost of Goods Sold                                        -                            -
                                      ----------------------------------------------------
                                                     13,110                        1,040
                                      ----------------------------------------------------
Expenses
     Amortization                                       682                          907
     Consulting                                           -                            -
     Marketing                                            -                            -
     Office and administration                          190                          493
     Organizational costs                                 -                            -
     Professional fees                                1,911                        3,610
                                      ----------------------------------------------------
                                                      2,783                        5,010
                                      ----------------------------------------------------

Net Income (Loss) From Operations                    10,327                       (3,970)
                                      ----------------------------------------------------

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

Net Income (Loss)                     $              10,327       $               (3,970)
                                      ====================================================


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


Weighted Average Number Of Shares
Outstanding                                       3,200,000                    3,200,000
                                      ====================================================
</TABLE>

             The accompanying notes are an integral part of these statements.
                                            F-6

<PAGE>

<TABLE>
<CAPTION>

                                        ONLINE ORIGINALS, INC.
                                     (A Development Stage Company)

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

                                              (Unaudited)


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

Revenue                               $              13,110       $                2,800      $       23,193
                                      --------------------------------------------------------------------------

Cost of Goods Sold                                        -                            -               5,379
                                      --------------------------------------------------------------------------
                                                     13,110                        2,800              17,814
                                      --------------------------------------------------------------------------
Expenses
     Amortization                                     2,496                        2,721               9,838
     Consulting                                           -                            -               7,550
     Marketing                                            -                            -               8,461
     Office and administration                          566                        2,273               9,138
     Organizational costs                                 -                            -                 665
     Professional fees                                6,845                       18,414              61,857
                                      --------------------------------------------------------------------------
                                                      9,907                       23,408              97,509
                                      --------------------------------------------------------------------------

Net Income (Loss) From Operations                     3,203                      (20,608)            (79,695)
                                      --------------------------------------------------------------------------

Other Income
     Interest Income                                      -                            -                   2
                                      --------------------------------------------------------------------------

Net Income (Loss)                     $               3,203       $              (20,608)     $      (79,693)
                                      ==========================================================================


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


Weighted Average Number Of Shares
Outstanding                                       3,200,000                    3,200,000           3,070,839
                                      ==========================================================================
</TABLE>


                The accompanying notes are an integral part of these statements.
                                               F-7
<PAGE>

<TABLE>
<CAPTION>

                                           ONLINE ORIGINALS, INC.
                                        (A Development Stage Company)

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

                                                 (Unaudited)


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

Cash Flows from Operating Activities
     Net Income (Loss)                           $            3,203    $          (20,608)     $                 (79,693)

Adjustments to Reconcile Net Income (Loss) to
Net Cash Used by Operating Activities
     Depreciation and amortization                            2,496                 2,721                          9,838
Changes in Operating Assets and Liabilities
     Prepaid expenses                                           (66)                    -                           (159)
     Accounts payable and accrued liabilities                (7,139)                1,145                          3,926
                                                 ------------------------------------------------------------------------------
     Net Cash Used in Operating Activities                   (1,506)              (16,742)                       (66,088)
                                                 ------------------------------------------------------------------------------

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                     427                  (262)                           298
                                                 ------------------------------------------------------------------------------
    Net Cash (Used) Provided by Financing
    Activities                                                  427                  (262)                           298
                                                 ------------------------------------------------------------------------------
Net (Decrease) Increase in Cash during the
Period                                                       (1,079)              (17,004)                         3,825

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

Cash, End Of Period                              $            3,825    $            7,663      $                   3,825
                                                 ==============================================================================

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' EQUITY (DEFICIT)
                                            AUGUST 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                                 -             -                 -                 -                427             427
Net profit for the period
ended August 31, 2009                      -               -                -            3,203                  -           3,203
                               ---------------------------------------------------------------------------------------------------

Balance, August 31, 2009           3,200,000  $      3,200    $       77,299   $       (79,693)      $        298    $      1,104
                               ---------------------------------------------------------------------------------------------------


                        The accompanying notes are an integral part of these statements.
                                                       F-9
</TABLE>

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------
                                 AUGUST 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)    Income Taxes
              The Company uses the asset and  liability  method of accounting of
              income taxes.  Under the asset and liability method,  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.

         b)   Basic and Diluted Income (Loss) per Share
              Basic  income  (loss) per common share is computed by dividing net
              income  (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

                                      F-10
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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

              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, 2009, the Company had
              no stock  equivalents that were  anti-dilutive and excluded in the
              earnings per share computation.

         c)   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.

         d)   Revenue Recognition
              It is  the  Company's  policy  that  revenue  is  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.

         e)   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.

         f)   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.

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





                                      F-11
<PAGE>


                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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

         h)   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

         i)   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 August 31, 2009, was $4,048
              and amortization  expense for the months ended August 31, 2009 was
              $112.  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
              equivalents.  At August 31, 2009,  approximately $3,825 of cash or
              cash  equivalents  that were not  insured by  agencies of the U.S.
              Government.

         k)   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.

         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 minimal  working capital and has an
         accumulated  deficit of $79,700 at August 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
         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 nine months ended August 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 $79,700 since  inception,
         and therefore has paid no income tax.

                                      F-12
<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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

         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 2029. 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)         (20,724)         -

     August 31, 2009          79,693         Various          19,923     (19,923)           801            -
</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 July 14, 2009, 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 August 31, 2009,  our cash balance was $3,825.  In addition,  we have prepaid
expenses of $159. 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 August 31, 2009,  we had working  capital of $58 compared to working  capital
deficit of $6,068 at November  30, 2008.  At August 31,  2009,  our total assets
consisted  of cash of $3,825,  prepaid  expenses of $159 and  capital  assets of
$1,046.  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 August 31,  2009,  our total  current  liabilities  decreased  to $3,926 from
$11,065 at November  30,  2008.  During the nine months  ended  August 31, 2009,
accounts payable and accrued liabilities decreased by $7,139.

We recognized  revenues of $13,110 from operations during the nine months ending
August 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  August 31, 2009  Compared To The Three Months Ended
August 31, 2008.

                                       15
<PAGE>

We recognized revenues of $13,110 from operational sales during the three months
ending  August 31, 2009,  compared to revenues of $1,040 during the three months
ended August 31, 2008.

For the three  months  ended August 31,  2009,  operating  expenses  were $2,783
compared to $5,010 for the three months  ended August 31, 2008.  The decrease of
$2,227  was due to a  decrease  in our  operational  activities  over the  prior
period.  Operating  expenses  during the three  months  ended  August 31,  2009,
consisted of professional fees of $1,911,  amortization and depreciation of $682
and office and  administration  costs of $190,  compared to professional fees of
$3,610,  amortization  and  depreciation  of $907 and office and  administration
costs of $493, for the three months ended August 31, 2008.

We  recognized  a net income of $10,327 for the three  months  ended  August 31,
2009,  compared to a net loss of $3,970 for the three  months  ended  August 31,
2008.  The  positive  increase  of  $14,297  was a  result  of the  increase  in
operational sales and a decrease in operational expenses as discussed above.

For The Nine  Months  Ended  August 31, 2009  Compared To The Nine Months  Ended
August 31, 2008

We recognized  revenues of $13,110 from operational sales during the nine months
ended August 31, 2009 compared with revenues of $2,800 from operational activity
during the nine months ended August 31, 2008.

During the nine months ended August 31, 2009, we incurred  operating expenses of
$9,907  compared to operating  expenses of $23,408  during the nine months ended
August  31,  2008.  The  decrease  of  $13,501  is a  result  of  our  decreased
operational   activities.   During  the  nine  months  ended  August  31,  2009,
operational  expenses  consisted of  professional  fees of $6,845,  amortization
costs of $2,496, and office and  administrative  expenses of $566. This compares
with operational  expenses  consisted of $18,414 in professional fees, $2,273 in
office and administrative expenses and $2,721 in amortization costs for the nine
months ended August 31, 2008.

During the nine months  ended  August 31,  2009,  we  recognized a net income of
$3,203  compared to a net loss of $20,608 for the nine months  ended  August 31,
2008.  The profit is a result of  increased  revenues  of $10,301 for the period
along with a decrease in professional fees of $11,569,  a decrease in office and
administration of $1,707, and a decrease in amortization of $225.

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

                                       16
<PAGE>

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.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal control over financial  reporting is as of the quarter ended August 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 August 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

None.




                                       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  13th day of
October, 2009.


                             ONLINE ORIGINALS, INC.


Date: October 13, 2009              By: /s/ Shari Sookarookoff
                                        ----------------------

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






















                                       19