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 May 31, 2008

                                       OR

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

           For the transition period from __________ to ______________

                        Commission File Number 333-133347

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


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


         57113, 2020 Sherwood Drive, Sherwood Park, AB, Canada, T8A 5L7
               (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 X No

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

Number of shares  issued and  outstanding  of the  registrant's  class of common
stock as of July 3, 2008: 3,200,000 shares of common stock

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

The Company recognized revenue of $ nil for the quarter ended May 31, 2008.

Transitional Small Business Disclosure Format:  Yes ____  No   X
                                                             -----



<PAGE>


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

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

            Balance Sheets                                                                    F-4

            Interim Statements of Operations                                               F-5 to F6

            Interim Statements of Cash Flows                                                  F-7

            Interim Statement of Changes in Stockholders' Equity                              F-8

            Notes to Interim Financial Statements                                         F-9 to F-12

Item 2.  Management's Discussion and Analysis                                                 13

Item 3.  Controls and Procedures                                                              15

Item 3(A)T.  Controls and Procedures                                                          16


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                                   16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable         16

Item 3.  Defaults upon Senior Securities - Not Applicable                                     16

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable                 16

Item 5.  Other Information - Not Applicable                                                   16

Item 6.  Exhibits                                                                             16

SIGNATURES                                                                                    17
</TABLE>



                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS




                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  May 31, 2008

                                   (Unaudited)


                                                                      Page

Financial Statements:

   Balance Sheets                                                     F-4

   Interim Statements of Operations                                F-5 to F-6

   Interim Statements of Cash Flows                                   F-7

   Interim Statement of Changes in Stockholders' Equity               F-8

   Notes to Interim Financial Statements                          F-9 to F-12




                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                         BALANCE SHEETS




                                                                                  May 31,             November 30,
                                                                                    2008                 2007
                                                                                (Unaudited)           (See Note 1)
 ASSETS
<S>                                                                        <C>                   <C>

 Current Assets
    Cash                                                                    $       11,051       $        24,667
    Prepaid expense                                                                     93                    93
                                                                           ------------------------------------------
    Total Current Assets                                                            11,144                24,760

 Computer Equipment, net of depreciation of $2,942                                   3,894                 5,034
 Website Development Costs, net of amortization of $2,586                            1,462                 2,136
                                                                           ------------------------------------------
                                                                                     5,356                 7,170
                                                                           ------------------------------------------

 TOTAL ASSETS                                                               $       16,500       $        31,930
 ------------
                                                                           ==========================================

 LIABILITIES AND STOCKHOLDERS' EQUITY

 LIABILITIES

 Current Liabilities
     Accounts payable                                                       $        2,558       $           270
    Accrued liabilities                                                              3,901                 5,000
                                                                           ------------------------------------------
    Total Liabilities, all current                                                   6,459                 5,270
                                                                           ------------------------------------------

Commitments and Contingencies (Note 4)

 STOCKHOLDERS' EQUITY

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          3,200,000 common shares as at May 31, 2008 and                             3,200                 3,200
          November 30, 2007
     Additional paid-in capital                                                     77,299                77,299
     Accumulated comprehensive income                                                  625                   607
 Deficit Accumulated During the Development Stage                                  (71,083)              (54,446)
                                                                           ------------------------------------------
    Total Stockholders' Equity                                                      10,041                26,660
                                                                           ------------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $       16,500       $        31,930
 ------------------------------------------                                ==========================================

                The accompanying notes are an integral part of these statements.
                                               F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 ONLINE ORIGINALS, INC.
                              (A Development Stage Company)

                            INTERIM STATEMENTS OF OPERATIONS

                                       (Unaudited)


                                            Three month period           Three month period
                                                   ended                       ended
                                                  May 31,                      May 31
                                                   2008                         2007
                                      ----------------------------------------------------
<S>                                   <C>                         <C>

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

Cost of Goods Sold                                        -                            -
                                      ----------------------------------------------------
                                                          -                            -
                                      ----------------------------------------------------
Expenses
     Amortization                                       907                          907
     Consulting                                           -                        1,875
     Marketing                                            -                            -
     Office and administration                          322                          398
     Organizational costs                                 -                            -
     Professional fees                                6,482                        3,624
                                      ----------------------------------------------------
                                                      7,711                        6,804
                                      ----------------------------------------------------

Net Loss From Operations                             (7,711)                      (6,804)
                                      ----------------------------------------------------

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

Net Loss                              $              (7,711)      $               (6,804)
                                      ====================================================


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


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

            The accompanying notes are an integral part of these statements.
                                          F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)

                                INTERIM STATEMENTS OF OPERATIONS

                                           (Unaudited)


                                             Six month period             Six month period
                                                   ended                       ended                 Date of Inception
                                                  May 31,                     May 31,             (November 18, 2005) to
                                                   2008                         2007                   May 31, 2008
                                      -----------------------------------------------------------------------------------
<S>                                   <C>                         <C>                         <C>
Revenue                               $               1,760       $                    -      $                  9,044
-------
                                      -----------------------------------------------------------------------------------

Cost of Goods Sold                                        -                            -                         5,379
                                      -----------------------------------------------------------------------------------
                                                      1,760                            -                         3,665
                                      -----------------------------------------------------------------------------------
Expenses
     Amortization                                     1,814                        1,338                         5,528
     Consulting                                           -                        3,750                         7,550
     Marketing                                            -                        8,461                         8,461
     Office and administration                        1,780                        1,214                         7,048
     Organizational costs                                 -                            -                           665
     Professional fees                               14,803                        8,554                        45,498
                                      -----------------------------------------------------------------------------------
                                                     18,397                       23,317                        74,750
                                      -----------------------------------------------------------------------------------

Net Loss From Operations                            (16,637)                     (23,317)                      (71,085)
                                      -----------------------------------------------------------------------------------

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

Net Loss                              $             (16,637)      $              (23,317)     $                (71,083)
                                      ===================================================================================


Basic And Diluted Loss Per Share      $               (0.01)      $                (0.01)     $                  (0.02)
                                      ===================================================================================


Weighted Average Number Of Shares
Outstanding                                       3,200,000                    3,200,000                     3,007,235
                                      ===================================================================================

                The accompanying notes are an integral part of these statements.
                                              F-6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)

                                        INTERIM STATEMENTS OF CASH FLOWS

                            PERIOD FROM NOVEMBER 18, 2005 (INCEPTION) TO MAY 31, 2008

                                                   (Unaudited)


                                                        Six month           Six month period           Date of Inception
                                                       period ended        ended May 31, 2007        (November 18, 2005) to
                                                       May 31, 2008                                       May 31, 2008
-----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>                     <C>

Cash Flows from Operating Activities
     Net loss                                    $          (16,637)   $          (23,317)     $                 (71,083)

Adjustments to Reconcile Net Loss to Net Cash
Used by Operating Activities
     Depreciation and amortization                            1,814                 1,338                          5,528
Changes in Operating Assets and Liabilities
     Prepaid expenses                                             -                 3,750                            (93)
     Accounts payable and accrued liabilities                 1,189                (2,798)                         6,459
                                                 -----------------------------------------------------------------------
     Net Cash Used in Operating Activity                    (13,634)              (21,027)                       (59,189)
                                                 -----------------------------------------------------------------------

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

Cash Flows From Financing Activity
    Issuance of common shares                                     -                     -                         95,000
    Offering costs                                                -                     -                        (14,501)
    Foreign currency translation adjustment                      18                   434                            625
                                                 -----------------------------------------------------------------------
    Net Cash Provided (Used) by Financing
    Activity                                                     18                   434                         81,124
                                                 -----------------------------------------------------------------------
Net (Decrease) Increase in Cash during the
Period                                                      (13,616)              (27,429)                        11,051

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

Cash, End Of Period                              $           11,051    $           27,167      $                  11,051
                                                 =======================================================================


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

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

<PAGE>

<TABLE>
<CAPTION>


                                             ONLINE ORIGINALS, INC.
                                          (A Development Stage Company)

                              INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                  MAY 31, 2008
                                                   (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
  issed 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                                 -         -                 -                 -                 18                  18

Net loss for the period                    -         -                 -           (16,637)                 -             (16,637)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2008              3,200,000  $  3,200    $       77,299   $       (71,083)      $        625        $     10,041
                               ===================================================================================================

                        The accompanying notes are an integral part of these statements.
                                                      F-8
</TABLE>


<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2008
                                   (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, 2007 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,  2007,  included  in the  annual  report
         previously  filed with the Securities  and Exchange  Commission on Form
         10-KSB. 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,  2007 is taken from the  audited
         financial statements of that date.


2.    NATURE AND CONTINUENCE OF OPERATIONS

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

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

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


3.   SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                                      F-9

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2008
                                   (Unaudited)

         c)   Basic and Diluted Loss per Share
              In accordance with SFAS No. 128 - "Earnings per Share",  the basic
              loss per common share is computed by dividing  net loss  available
              to common  stockholders  by the weighted  average number of common
              shares  outstanding.  Diluted  loss per common  share is  computed
              similar to basic loss per common share except that the denominator
              is increased  to include the number of  additional  common  shares
              that would have been  outstanding  if the potential  common shares
              had been issued and if the additional common shares were dilutive.
              At May 31, 2008,  the Company had no stock  equivalents  that were
              anti-dilutive and excluded in the earnings per share computation.

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

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

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

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

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

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

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

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

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

         h)   Use of Estimates

                                      F-10

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2008
                                   (Unaudited)

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

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

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

                  Computer equipment                 3 years

         k)   Website Development Costs
              Website  development  costs  representing   capitalized  costs  of
              design,  configuration,  coding,  installation  and testing of the
              Company's  website is  capitalized  until initial  implementation.
              Upon  implementation,  the asset is  amortized to expense over its
              estimated  useful  life of three  years  using  the  straight-line
              method.  Accumulated  amortization  at May 31, 2008 was $2,586 and
              amortization  expense  for the year ended  November  30,  2007 was
              $1,911.  Ongoing website  post-implementation  costs of operation,
              including training and application maintenance, will be charged to
              expense as incurred.

         l)   Concentrations
              Financial  instruments  that  potentially  subject  the Company to
              concentrations of credit risk consist principally of cash and cash
              equivalents.  At May 31,  2008,  approximately  $11,051 of cash or
              cash  equivalents  were  not  insured  by  agencies  of  the  U.S.
              Government.

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

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


     4.  BASIS OF PRESENTATION - GOING CONCERN

         The accompanying  financial statements have been prepared in conformity
         with generally accepted  accounting  principles in the United States of
         America,  which  contemplates  continuation  of the  Company as a going
         concern.  However,  the Company has minimal business operations to date
         and has losses to date of  approximately  $71,083.  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.

                                      F-11

<PAGE>
                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  MAY 31, 2008
                                   (Unaudited)

4.       COMMON STOCK

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

         During the six months ended May 31, 2008, the Company did not issue any
         shares of its common stock.

5.       INCOME TAXES

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

         Deferred  income taxes arise from temporary  timing  differences in the
         recognition  of income and expenses  for  financial  reporting  and tax
         purposes.  The Company's  deferred tax assets  consist  entirely of the
         benefit from net  operating  loss (NOL)  carry-forwards.  The NOL carry
         forwards  expire in various years through 2028. The Company's  deferred
         tax assets are offset by a valuation  allowance due to the  uncertainty
         of the realization of the NOL carry-forwards. NOL carry-forwards may be
         further limited by a change in company  ownership and other  provisions
         of the tax laws.

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

<TABLE>
<CAPTION>
                                                        Estimated Tax                  Change in
                         Estimated NOL                  Benefit from     Valuation     Valuation      Net Tax
       Period Ending     Carry-forward   NOL Expires    NOL              Allowance     Allowance      Benefit
<S>                      <C>             <C>            <C>              <C>           <C>            <C>
     November 30, 2007        54,446         Various          13,612                      (9,397)          -
          May 31,             16,637           2028           4,159                       (4,159)
</TABLE>

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

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


6.       RELATED PARTY TRANSACTIONS

      The Company uses the offices of its President for 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-12

<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 statement sin 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-QSB, our Quarterly
Report of Form 10-QSB filed April 14, 2008, and our Annual Report on Form 10-KSB
filed March 14, 2008..

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of November 30, 2007,  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 2 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 are  developing  an online art  gallery/auction  house where members are
able to bid and  purchase  art pieces  online.  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 bring together artists and art
enthusiasts who are purely  interested in art. The website allows 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 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 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,  log
into their account.


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<PAGE>

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.

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

Plan of Operation

We did not recognize revenues during the three month period ending May 31, 2008.
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 plan to  participate  in special  interest  mailing lists to gain  visibility
among targeted  audiences as well to generate  traffic for the website.  We also
plan to  participate  in industry  related  newsgroups  to gain  visibility  and
develop relationships with targeted markets.

Part of our marketing  strategy 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.

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,  and our current  officers will continue to be
responsible  for  all  planning,  developing  and  operational  duties,  without
compensation,  for at least the next six months. This will enable us to continue
to preserve capital during this stage of our development.

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.

Liquidity

At May 31,  2008,  our cash balance was  $11,051.  In addition,  we have prepaid
expenses of $93. Cash on hand is currently  our only source of liquidity.  We do
not  have  any  lending   arrangements   in  place  with  banking  or  financial
institutions  and we do not  anticipate  that we will  be able to  secure  these
funding arrangements in the near future.

At May 31, 2008, we had working capital of $4,685 compared to working capital of
$19,490 at November 30, 2007.  At May 31,  2008,  our total assets  consisted of
cash  $11,051,  prepaid  expenses  of $93 and  capital  assets of  $5,356.  This
compares  with total assets at November 30, 2007  consisting of cash of $24,667,
prepaid expenses of $93 and capital assets of $7,170.

At May 31, 2008, our total current  liabilities  increased to $6,459 from $5,270
at November 30, 2007. During the six months ended May 31, 2008, accounts payable
and accrued liabilities increased by $1,189.

We recognized  $1,760 in revenue  during the six months ending May 31, 2008. Our
short and long term survival is dependent on funding from sales of securities as
necessary or from shareholder loans.

We believe our existing  cash balances may not be sufficient to carry our normal
operations  to  November  30,  200,8 our year end. To the extent that we require
additional funds to support our operations or the expansion of our business,  we
may  attempt  to sell  additional  equity  shares  or  issue  debt.  Any sale of

                                       14
<PAGE>

additional equity securities will result in dilution to our stockholders.  There
can be no assurance that additional financing,  if require, will be available to
our company or on acceptable terms.

Result of Operations

For The Three Months  Ended May 31, 2008  Compared To The Three Months Ended May
31, 2007.

We did not  recognize  revenues from  operational  sales during the three months
ending May 31, 2008.  During the three  months  ended May 31,  2007,  we did not
recognize any revenues from operational activity.

During the three months ended May 31, 2008, we incurred  operational expenses of
$7,711 compared to operational  expenses of $6,804 during the three months ended
May 31,  2007.  The  increase  of  $907 is due to  decreases  of  $1,875  in our
consulting expense and $76 in our office and  administration  expenses offset by
an increase in  professional  fees of $2,858.  During the three months ended May
31, 2008,  operational expenses consisted of professional fees of $6,482, office
and administration expenses of $322, and amortization of $907.

We  recognized  a net loss of $7,711  for the three  months  ended May 31,  2008
compared to a net loss of $6,804 for the three months  ended May 31,  2007.  The
increase  of $907  was a result  of the  increase  in  operational  expenses  as
discussed above.

For The Six Months  Ended May 31, 2008  Compared To The Six Months Ended May 31,
2007

We recognized revenues of $1,760 from operational activity during the six months
ended May 31, 2008 compared with no revenues during the six months ended May 31,
2007.

During the six months  ended May 31,  2008,  we incurred  operating  expenses of
$18,397  compared  to  $23,317  during the six months  ended May 31,  2007.  The
decrease of $4,920 is a result of our decreased operational activities primarily
in our  consulting  and marketing  efforts.  During the six months ended May 31,
2008,  operational expenses consisted of $14,803 in professional fees, $1,780 in
office and  administrative  expenses and $1,814 in depreciation and amortization
costs.

During the six months  ended May 31, 2008,  we  recognized a net loss of $16,637
compared to a net loss of $23,317 for the six month  period  ended May 31, 2007.
The  decreased  loss is a result of  increased  revenue of $1,760,  increase  of
amortization of $476, offset by a decrease in consulting of $3,750,  decrease in
marketing of $8,461,  increase in office and administration of $566 and increase
in professional fees of $6,249.


Off-Balance Sheet Arrangements

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

ITEM 3.  CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures

The  management  of  the  Company  has  evaluated  the   effectiveness   of  the
Registrant's  disclosure  controls and procedures as of the end of the period of
the report dated May 31, 2008 and have concluded  that the disclosure  controls,
internal  controls,  and procedures are effective based upon their evaluation as
of the evaluation date.

b. Changes in Internal Control over Financial Reporting

There  were no changes  in the  registrant's  internal  control  over  financial
reporting  identified  in  connection  with the Company  evaluation  required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the registrant's  last fiscal quarter that has materially  affected or is
reasonably  likely to materially  affect the registrant's  internal control over
financial reporting.

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<PAGE>

ITEM 3(A).        CONTROLS AND PROCEDURES

There have been no changes in the  registrant's  internal control over financial
reporting  identified  in  connection  with  the  evaluation  conducted  by  the
Company's  Chief  Executive  Officer  and Chief  Financial  Officer  required by
paragraph (d) of Rule  240.15d-15  that occurred  during the  registrant's  last
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's 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.


Item 6.  EXHIBITS

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

     Exhibit
     Number          Description

     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.




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<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned,  thereunto duly authorized, on this 11th day of July,
2008.


                             ONLINE ORIGINALS, INC.


Date: July 11, 2008                 By: /s/ Gaye Adams
                                        --------------

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



Date: July 11, 2008                 By: /s/ Gregory Adams
                                        -----------------

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







                                       17