As filed with the Securities and Exchange Commission on June 26, 2006

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

                                   FORM 10-QSB

(Mark One)

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

                       For the quarter ended May 31, 2006

                                       OR

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

           For the transition period from __________ to ______________

                        Commission File Number 333-133347

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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [_]   No [X]

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

Number of shares  outstanding  of the  registrant's  class of common stock as of
June 26, 2006: 2,500,000

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

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



<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS






                             ONLINE ORIGINALS, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  May 31, 2006

                                   (Unaudited)

                                                               Page

   Financial Statements:

            Balance Sheets                                              F-3

            Statements of Operations                                    F-4

            Statements of Cash Flows                                    F-5

            Statement of Stockholders' Equity                           F-6

            Notes to Financial Statements                           F-7 to F-11



<PAGE>

<TABLE>
<CAPTION>


                                         ONLINE ORIGINALS, INC.
                                      (A Development Stage Company)

                                             BALANCE SHEETS


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

 Current
    Cash                                                                    $       6,817       $       25,085
    Prepaid expenses                                                                   93                    -
                                                                           -----------------------------------------

      Total Assets                                                          $       6,910       $       25,085
                                                                           =========================================

 LIABILITIES

 Current
     Accounts payable                                                       $         130       $          765
    Accrued liabilities                                                               500                2,000
                                                                           -----------------------------------------
    Total Liabilities                                                                 630                2,765

      Commitments and Contingencies (Notes 4 and 7)

 STOCKHOLDERS' EQUITY

 Capital Stock
     Authorized:
         75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
          2,500,000 common shares                                                   2,500                2,500

     Additional paid-in capital                                                    22,500               22,500

 Deficit Accumulated During The Development Stage                                 (18,720)              (2,680)
                                                                           -----------------------------------------
    Total Stockholders' Equity                                                      6,280               22,320

      Total Liabilities and Stockholders' Equity                            $       6,910       $       25,085

                                                                           =========================================
</TABLE>

           The accompanying notes are an integral part of these statements.
                                         F-3

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)


                                    STATEMENTS OF OPERATIONS

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




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


Expenses
     Organizational costs                                 -                          -                              665
     Professional fees                               13,901                     15,601                           17,601
     Office and administration                          202                        439                              454
                                      -------------------------------------------------------------------------------------
                                                     14,103                     16,040                           18,720
                                      -------------------------------------------------------------------------------------

Net Loss For The Period               $             (14,103)                   (16,040)                         (18,720)
                                      =====================================================================================


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

Weighted Average Number Of Shares                 2,500,000                  2,500,000                        2,464,103
Outstanding
                                      =====================================================================================
</TABLE>





                The accompanying notes are an integral part of these statements.
                                              F-4

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)


                                    STATEMENTS OF CASH FLOWS

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


                                                                                          Cumulative amounts from
                                              Three month             Six month,           Date of Inception on
                                            period ended May         period ended        November 18, 2005 to May
                                                31, 2006             May 31, 2006                31, 2006
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                      <C>                   <C>
Cash Flows From Operating Activities
     Net loss for the period          $           (14,103)                (16,040)   $                (18,720)

Adjustments To Reconcile Net Loss
To Net Cash Used By Operating
Activities
     Prepaid expenses                               3,707                     (93)                        (93)
     Accounts payable and accrued
     liabilities                                   (1,870)                 (2,135)                        630
----------------------------------------------------------------------------------------------------------------------

                                                  (12,266)                (18,268)                    (18,183)
----------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activity
    Issuance of common shares                           -                       -                      25,000
----------------------------------------------------------------------------------------------------------------------

Increase In Cash During The Period                (12,266)                (18,268)                      6,817

Cash, Beginning Of Period
                                                   19,083                  25,085                           -
----------------------------------------------------------------------------------------------------------------------
Cash, End Of Period                   $             6,817                   6,817                       6,817
                                      ================================================================================


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

</TABLE>


                The accompanying notes are an integral part of these statements.
                                              F-5

<PAGE>

<TABLE>
<CAPTION>

                                     ONLINE ORIGINALS, INC.
                                  (A Development Stage Company)


                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

         For the Period from November 18, 2005 (date of inception) through May 31, 2006
                                           (Unaudited)


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

November 18,2005 - Shares issued for cash
  at $0.01                                        1,800,000   $     1,800   $       16,200     $             -         $     18,000
November 28, 2005 - Shares issued for cash

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

Net loss for the period ended May 31, 2006                -             -                -             (16,040)             (16,040)
                                              --------------------------------------------------------------------------------------

Balance, May 31, 2006                             2,500,000   $     2,500   $       22,500     $       (18,720)        $      6,280
                                              ==============    ==========    ===============    ====================    ===========
</TABLE>







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


<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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


1.    BASIS OF PRESENTATION

      While the  information  presented in the  accompanying  interim  financial
      statements is  unaudited,  it includes all  adjustments  which are, in the
      opinion of management, necessary to present fairly the financial position,
      results of operations  and cash flows for the interim  periods  presented.
      Except as disclosed below,  these interim financial  statements follow the
      same accounting policies and methods of their application as the Company's
      audited  November 30, 2005 annual  financial  statements.  It is suggested
      that these interim  financial  statements be read in conjunction  with the
      Company's November 30, 2005 audited financial statements.

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


2.   NATURE AND CONTINUENCE OF OPERATIONS

     a)  Organization

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

     b)  Development Stage Activities

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

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


3.   SIGNIFICANT ACCOUNTING POLICIES

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

         a)   Organizational and Start-up Costs

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

         b)   Income Taxes

              The  Company has adopted the  Statement  of  Financial  Accounting
              Standards No. 109 - "Accounting for Income Taxes" (SFAS 109). SFAS

                                      F-7

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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

              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.

         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, 2006,  the Company had no stock  equivalents  that were
              anti-dilutive and excluded in the earnings per share computation.

         d)   Estimated Fair Value of Financial Instruments

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

         e)   Revenue Recognition

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

         f)   Currency

              The  functional  currency  of the  Company  is the  United  States
              Dollar.

         g)   Use of Estimates

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

         h)   Cash and Cash Equivalents

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

                                      F-8

<PAGE>

                             ONLINE ORIGINALS, INC.
                          (A Development Stage Company)

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

          i)  Concentrations

              Financial  instruments  that  potentially  subject  the company to
              concentrations of credit risk consist principally of cash and cash
              equivalents.  At  May 31, 2006 the Company had no amounts of  cash
              or  cash  equivalents  in   financial  institutions  in  excess of
              amounts insured by agencies of the U.S. Government.

         j)   Recent Accounting Pronouncements

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

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

              There were various other accounting  standards and interpretations
              issued during 2005 and 2004,  none of which are expected to have a
              material impact on the Company's  consolidated financial position,
              operations or cash flows.

         k)   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

                                      F-9

<PAGE>

         America,  which  contemplates  continuation  of the  Company as a going
         concern.  However,  the Company has no business  operations to date and
         must secure  additional  financing  to commence the  Company's  plan of
         operations.  These matters raise  substantial doubt about the Company's
         ability  to  continue  as a going  concern.  In view of these  matters,
         realization of certain of the assets in the accompanying  balance sheet
         is  dependent  upon  the  Company's   ability  to  meet  its  financing
         requirements,  raise additional capital,  and the success of its future
         operations. The Company intends to acquire additional operating capital
         through equity offerings to the public to fund its business plan. There
         is no assurance that the equity offerings will be successful in raising
         sufficient  funds to  commence  operations  or to assure  the  eventual
         profitability of the Company.  Management believes that actions planned
         and  presently  being  taken to  revise  the  Company's  operating  and
         financial  requirements  provide  the  opportunity  for the  Company to
         continue as a going concern.

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


5.       COMMON STOCK

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

         On November 18, 2005,  the Company  issued  1,800,000  shares of common
         stock at a price of $0.01 for cash totalling $18,000.

         On November 28, 2005, the Company issued 700,000 shares of common stock
         at a price of $0.01 for cash totalling $7,000.


6.       INCOME TAXES

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

         Deferred  income taxes arise from temporary  timing  differences in the
         recognition  of income and expenses  for  financial  reporting  and tax
         purposes.  The Company's  deferred tax assets  consist  entirely of the
         benefit from net operating loss (NOL) carryforwards.  The net operating
         loss carry forwards  expire in 2027. The Company's  deferred tax assets
         are  offset by a  valuation  allowance  due to the  uncertainty  of the
         realization of the net operating loss carryforwards. Net operating loss
         carryforwards  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>

<S>                      <C>             <C>            <C>              <C>           <C>            <C>
                                                        Estimated Tax                  Change in
                         Estimated NOL                  Benefit from     Valuation     Valuation      Net Tax
       Period Ending     Carry-forward   NOL Expires    NOL              Allowance     Allowance      Benefit
     November 30, 2005        2,680            2026             402           (402)         (402)          -
       May 31, 2006           18,720           2027           2,808        (2,808)        (2,406)          -
</TABLE>

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

<TABLE>
<CAPTION>

<S>                                                                                         <C>

        Income tax benefit at statutory rate resulting from net operating
        loss carryforward                                                                         (15%)
        Deferred income tax valuation allowance                                                    15%
                                                                                            ------------------
        Actual tax rate                                                                            0%
                                                                                            ==================
</TABLE>

                                      F-10

<PAGE>


7.       RELATED PARTY TRANSACTIONS

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

















                                      F-11

<PAGE>

Item 2.   Management's Plan of Operation

We incorporated as Online Originals, Inc. (hereinafter referred to as Online) on
November 18th, 2005 in the State of Nevada. Our principal  executive offices are
located at 1240  Dieppe  Road,  Sorrento,  British  Columbia,  Canada,  V0E 2W0.
Telephone  number is (604) 313-9781.  Our Company's  fiscal year end is November
30.

On May 12, 2006 our Registration  Statement on Form SB-2 was declared effective,
enabling a  registration  offering  of a maximum of 600,000  common  shares at a
price of $0.10  per  share.  As of the date  hereof,  we have not  accepted  any
subscriptions  for these common  shares.  At present,  our common shares are not
posted for  trading or listed on any  exchange.  All of our  outstanding  common
shares are currently held by our officers and directors.

Online  Originals,  Inc. is a development  stage  company.  We currently have no
revenue from operations. We are in a start-up phase with our existing assets and
we have no significant assets, tangible or intangible. There can be no assurance
that we will generate revenues in the future, or that we will be able to operate
profitably in the future,  if at all. We have incurred net losses in each fiscal
year since inception of our operations. We have never declared bankruptcy,  have
never been in  receivership,  and never  been  involved  in any legal  action or
proceedings.  Since  becoming  incorporated,  we have not  made any  significant
purchase  or  sale  of  assets,  nor  have  we  been  involved  in any  mergers,
acquisitions or consolidations.

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

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

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

<PAGE>

PLAN OF OPERATION

We are a development stage company with no operations,  no revenue, no financial
backing and few assets.  Even though we are inadvertently  classified as a shell
company as defined in Rule 12b-2,  we believe that we are not a shell in that we
are  continuing  to carry out our  business  plan.  We  anticipate  that we will
commence revenues by our year-end.

The following discussion of the plan of operation,  financial condition, results
of  operations,  cash flows and  changes in  financial  position  of our Company
should be read in  conjunction  with our most recent  financial  statements  and
notes appearing  elsewhere in this Form 10-QSB;  and our Form SB-2  Registration
Statement filed April 18, 2006.

We do not currently have the $70,000 that is needed to fully launch our business
plan,  to develop the web site,  produce  the print media and other  promotional
campaigns and acquire the necessary inventory.  We also have no source to supply
the  necessary  funding if  unsuccessful  in raising  the capital  through  this
offering.  We  believe  it could  take up to three  months  to raise  sufficient
capital to complete the development of our business.

Milestones

Our first priority will be construction of a website. This will begin the second
month  after funds of at least  $25,000 are  received.  Our  development  of the
website  will be  ongoing  and is  expected  to take 2 to 4 months  costing  the
business initially $8,000, with a total cost of $14,000 to complete the website.

Our purchase of  inventory  pieces will begin within 3 months after the offering
is  closed.  We expect  that the  inventory  level  will  reach  $12,000  by the
beginning of the third quarter.  Our inventory  level will be managed closely to
ensure good turnover.  It is our intention to have our inventory turnover six to
eight times a year. Consequently,  we will do monthly evaluation of our sales to
adjust the  products  and the  quantity of each  product we wish to carry in our
inventory stock.

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

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

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

We plan to  participate  in special  interest  mailing lists to gain  visibility
among targeted  audiences as well as generate  traffic for the website.  Special
interest  mailing lists are not direct  lists,  but instead are similar to email
newsletters  or  on-going  dialogues  dedicated  to  special  interests.  E-mail
messages  would be sent to specific  mailing  lists  targeting  the  individuals
currently  viewing  art and  showing a visible  interest in art. We also plan to
participate  in  industry  related  newsgroups  to gain  visibility  and develop
relationships with targeted markets.

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

<PAGE>

Expenditures

The  following  table  indicates  how we intend to use  these  proceeds  of this
offering over the next 12 months if the entire $70,000 or if only 25 percent, 50
percent, 75 percent of the total offering is raised.

<TABLE>
<CAPTION>

==========================================================================================================
 Expenditure Item                                    25%            50%           75%           100%
----------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>           <C>
Legal and Accounting                                    8,000          8,000         8,000         8,000
----------------------------------------------------------------------------------------------------------
Website Development                                     5,000          8,000        10,000        14,000
----------------------------------------------------------------------------------------------------------
Computers, Network, Hosting and Telecom                   500            500         4,000         7,000
----------------------------------------------------------------------------------------------------------
Marketing and Promotions                                1,500         13,000        15,500        18,000
----------------------------------------------------------------------------------------------------------
Office Furniture, Equipment and Supplies                  500            500         3,000         7,000
----------------------------------------------------------------------------------------------------------
Inventory                                               1,000          4,000        10,000        12,000
----------------------------------------------------------------------------------------------------------
Administration                                            500            500         1,500         3,000
----------------------------------------------------------------------------------------------------------
Miscellaneous                                             500            500           500         1,000
----------------------------------------------------------------------------------------------------------
Total                                                 $17,500        $35,000       $52,500       $70,000
                                                      -------        -------       -------       -------
==========================================================================================================
</TABLE>

The above expenditure items are defined as follows:

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

         Website  Development:  This  expense  is the cost  associated  with the
         development  and  construction  of the  website.  Because we will be an
         online art gallery/auction  house the website will be the core business
         and  without it we will not be able to carry out our  business  plan as
         outlined.  Since the website  will be used as the only means to provide
         our  services,  it will be given  the most  amount  of  attention.  The
         website will be used to outline our services, introduce and display our
         inventory,  take  orders  and  respond  to  queries.  It  will  have  a
         members-only  area where  they will be able to have  their own  account
         profiles,  search  tools to find  specific  art pieces they are looking
         for; an open forum where  members can chat online and discuss  personal
         interests;  and art in  general.  We intend to use these  chat rooms to
         create "buzz" about new art works or prints to stimulate interest.

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

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

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

<PAGE>

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

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

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

We do not anticipate making any major purchases of capital assets in the next 12
months, or conducting any research and development.  Management has no intention
of hiring employees during the first year of operations.

Should we raise the entire  $70,000 from this  offering  together  with the cash
remaining after the offering expenses are paid, we believe that no further funds
would be required for the  operation of our business for the twelve month period
following the completion of this offering.

In the event that we raise only a nominal  amount of money from this  offering -
$25,000 or less - we will  endeavor to proceed  with the plan of  operations  by
self  financing  from  financial  contributions  from our  founders.  While  the
founders  have  generally  indicated  a  willingness  to  provide  services  and
financial  contributions  if  necessary,  there  are  presently  no  agreements,
arrangements,  commitments or specific  understandings,  verbally or in writing,
between the founders and us. If we should require  additional  outside  funding,
there are no anticipated sources of additional funds in place.


ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  we conducted an evaluation,
under the supervision and with the  participation of our chief executive officer
and chief  financial  officer of our  disclosure  controls  and  procedures  (as
defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation,  our
chief  executive   officer  and  chief  financial  officer  concluded  that  our
disclosure  controls and  procedures  are  effective to ensure that  information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Commission's rules and forms.

<PAGE>

There has been no change in our internal control over financial reporting during
the current  quarter that has materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

None.


Item 2.           Changes in Securities and Use of Proceeds

On May 12, 2006 our Registration  Statement on Form SB-2, commission file number
333-133347,  became  effective,  enabling  us to offer up to  700,000  shares of
common  stock  of our  company  at a price of $0.10  per  share.  As of the date
hereof, we have not accepted any subscriptions.


Item 3.  DEFAULTS UPON SENIOR SECURITIES

None.


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

None.

Item 5.  Other Information

None.


Item  6.          Exhibits
(a) Pursuant to Rule 601 of Regulation  SB, the following  exhibits are included
herein or incorporated by reference.

     Exhibit
     Number          Description

     3.1 Articles of Incorporation*
     3.2 By-laws*
     31.1 CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
     31.2 CERTIFICATION  OF CFO PURSUANT TO 18 U.S.C. ss. 1350, SECTION 302
     32.1 CERTIFICATION  PURSUANT  TO 18 U.S.C.  ss.1350,  SECTION 906
     32.2 CERTIFICATION  PURSUANT  TO 18 U.S.C.  ss. 1350, SECTION 906

*  Incorporated  by reference  to our SB2  Registration  Statement,  file number
333-133347, filed on April 18, 2005.


<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 26th day of June,
2006.


                             ONLINE ORIGINALS, INC.


Date: June 26, 2006        By: /s/ Gaye Adam
                               -------------
                           Name: Gaye Adams
                           Title: President/CEO, principal executive officer

Date: June 26, 2006        By: /s/ Gregory Adams
                               -----------------
                           Name: Gregory Adams
                           Title: Chief Financial Officer, principal financial
                           officer and principal accounting officer