UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number 333-133347
ONLINE ORIGINALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0479983
- ------------------------------ ------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
57113, 2020 Sherwood Drive, Sherwood Park, AB, Canada, T8A 5L7
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (780) 668-7422
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes [_] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [_] No [X]
1
Number of shares issued and outstanding of the registrant's class of common
stock as of June 30, 2010: 7,200,000 shares of common stock
The Company recognized revenues of $2,522 during the quarter ended May 31, 2010.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Balance Sheets F-5
Interim Statements of Operations F-6 to F-7
Interim Statements of Cash Flows F-8
Interim Statement of Changes in Stockholders' Equity (Deficit) F-9
Notes to Interim Financial Statements F-10 to F-11
Item 2. Management's Discussion and Analysis 12
Item 3 Quantitative and Qualitative Disclosure about Market Risk 14
Item 4 Controls and Procedures 14
Item 4(A) T. Controls and Procedures 14
PART II - OTHER INFORMATION
Item 1 Legal Proceedings - Not Applicable 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults upon Senior Securities - Not Applicable 15
Item 4. Removed and Reserved. 15
Item 5. Other Information 15
Item 6. Exhibits 15
SIGNATURES 16
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ONLINE ORIGINALS, INC.
INTERIM FINANCIAL STATEMENTS
MAY 31, 2010
(Unaudited)
Page
Financial Statements:
Balance Sheets F-5
Interim Statements of Operations F-6 to F-7
Interim Statements of Cash Flows F-8
Interim Statement of Changes in Stockholders' Equity (Deficit) F-9
Notes to Interim Financial Statements F-10 to F-11
4
ONLINE ORIGINALS, INC.
BALANCE SHEETS
May 31, November 30, 2009
2010
(Unaudited) (See Note 1)
ASSETS
Current Assets
Cash $ 4,536 $ 2,841
Prepaid expense 1,859 109
--------------------------------------
Total Current Assets 6,395 2,950
Computer Equipment, net of depreciation of $6,836 - 476
--------------------------------------
- 476
--------------------------------------
TOTAL ASSETS $ 6,395 $ 3,426
======================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable $ - $ 3,900
Accrued liabilities 2,329 8,000
--------------------------------------
Total Liabilities, all current 2,329 11,900
--------------------------------------
Commitments and Contingencies (Note 2)
STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
7,200,000 common shares 7,200 3,200
Additional paid-in capital 89,299 77,299
Accumulated comprehensive income 319 312
Accumulated Deficit (92,752) (89,285)
--------------------------------------
Total Stockholders' Equity (Deficit) 4,066 (8,474)
--------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 6,395 $ 3,426
======================================
The accompanying notes are an integral part of these statements.
F-5
ONLINE ORIGINALS, INC.
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Three month period Three month period
ended ended
May 31, May 31,
2010 2009
---------------------------------------------------
Revenue $ 2,522 $ -
---------------------------------------------------
2,522 -
---------------------------------------------------
Expenses
Depreciation and amortization - 907
Office and administration 827 146
Professional fees 4,418 3,251
---------------------------------------------------
5,245 4,304
---------------------------------------------------
Net Loss From Operations (2,723) (4,304)
---------------------------------------------------
Net Loss $ (2,723) $ (4,304)
===================================================
Basic And Diluted Income (Loss) Per
Share $ Nil $ Nil
===================================================
Weighted Average Number Of Shares
Outstanding 3,721,739 3,200,000
===================================================
The accompanying notes are an integral part of these statements
F-6
ONLINE ORIGINALS, INC.
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Six month Six month
period ended period ended
May 31, May 31,
2010 2009
---------------------------------------------------
Revenue $ 6,042 $ -
---------------------------------------------------
6,042 -
---------------------------------------------------
Expenses
Depreciation and amortization 477 1,814
Office and administration 1,779 375
Professional fees 7,253 4,934
---------------------------------------------------
9,509 7,123
---------------------------------------------------
Net Loss From Operations (3,467) (7,123)
---------------------------------------------------
Net Loss $ (3,467) $ (7,123)
===================================================
Basic And Diluted Income (Loss) Per
Share $ Nil $ Nil
===================================================
Weighted Average Number Of Shares
Outstanding 3,463,736 3,200,000
===================================================
The accompanying notes are an integral part of these statements.
F-7
ONLINE ORIGINALS, INC.
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
Six month Six month
period ended period ended
May 31, May 31,
2010 2009
- --------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net Loss $ (3,467) $ (7,124)
Adjustments to Reconcile Net Loss to Net Cash Used by
Operating Activities
Depreciation and amortization 476 1,814
Changes in Operating Assets and Liabilities
Prepaid expenses (1,750) (58)
Accounts payable and accrued liabilities (9,571) 2,121
------------------------------------------
Net Cash (Used) in Operating Activities (14,312) (3,247)
------------------------------------------
Cash Flows from Investing Activity
Additions to capital assets - -
Additions to intangibles - -
------------------------------------------
Net Cash From Investing Activities - -
------------------------------------------
Cash Flows From Financing Activity
Issuance of common shares 16,000 -
Foreign currency translation adjustment 7 (11)
------------------------------------------
Net Cash Provided (Used) by Financing Activities 16,007 (11)
------------------------------------------
Net Increase (Decrease) in Cash during the Period 1,695 (3,258)
Cash, Beginning of Period 2,841 4,904
------------------------------------------
Cash, End Of Period $ 4,536 $ 1,646
==========================================
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest $ - $ -
Income taxes $ - $ -
==========================================
The accompanying notes are an integral part of these statements.
F-8
ONLINE ORIGINALS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from November 30, 2008 through May 31, 2010
(unaudited)
CAPITAL STOCK
-------------------------------------------------
ADDITIONAL ACCUMULATED
PAID-IN ACCUMULATED OMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT NCOME (LOSS) TOTAL
-----------------------------------------------------------------------------------------------------
Balance, November
30, 2008 3,200,000 $ 3,200 $ 77,299 $ (82,896) $ (129) $ (2,526)
---------------- -------------- ---------------------------------------------------------------------
Foreign currency
translation
adjustment - - - - 441 441
Net loss for the
year ended
November 30, 2009 - - - (6,389) - (6,389)
---------------- -------------- ---------------------------------------------------------------------
Balance, November
30, 2009 3,200,000 3,200 77,299 (89,285) 312 (8,474)
---------------- -------------- ---------------------------------------------------------------------
May 20, 2010 -
Shares issued for
cash at $0.004 4,000,000 4,000 12,000 - - 16,000
Foreign currency
translation
adjustment - - - - 7 7
Net loss for the
period ended
May 31, 2010 - - - (3,467) - (3,467)
---------------- -------------- ---------------------------------------------------------------------
Balance, May 31,
2010 7,200,000 $ 7,200 $ 89,299 $ (92,752) $ 319 $ 4,066
=====================================================================================================
The accompanying notes are an integral part of these statements.
F-9
ONLINE ORIGINALS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
May 31, 2010
(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, 2009 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, 2009, included in the annual report
previously filed with the Securities and Exchange Commission on Form
10-K. The results of operations for the interim periods presented are
not necessarily indicative of the results to be expected for the full
year.
The information as of November 30, 2009 is taken from the audited
financial statements of that date.
2. BASIS OF PRESENTATION - GOING CONCERN
The accompanying consolidated financial statements have been prepared
in conformity with generally accepted accounting principles in the
United States of America, which contemplates our continuation as a
going concern. However, the Company has losses to date of approximately
$92,752. These matters raise substantial doubt about our ability to
continue as a going concern. In view of these matters, realization of
certain of the assets in the accompanying consolidated 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 is seeking additional means of financing to
fund its business plan. There is no assurance that the Company will be
successful in raising sufficient funds 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 consolidated financial statements do
not include any adjustments that might result from these uncertainties.
3. INCOME TAXES
The Company is subject to foreign and domestic income taxes. The
Company has net losses of $92,752 since inception, and therefore has
paid no income tax.
Deferred income taxes arise from temporary timing differences in the
recognition of income and expenses for financial reporting and tax
purposes. The Company's deferred tax assets consist entirely of the
benefit from net operating loss (NOL) carry-forwards. The NOL carry
forwards expire in various years through 2030. 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:
Estimated Tax Change in
Estimated NOL Benefit from Valuation Valuation Net Tax
Period Ending Carry-forward NOL Expires NOL Allowance Allowance Benefit
November 30, 2009 89,285 Various 22,321 (1,597) -
May 31, 3,467 2030 867 (867) -
F-10
ONLINE ORIGINALS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
May 31, 2010
(Unaudited)
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%
==========
4 COMMON STOCK
On May 21, 2010, the Company issued 4,000,000 shares of its restricted
common stock to Mr. David Calahasen , a director of the Company, at a
price of $0.004 per share for cash totalling $16,000.
Prior to the issuance, the Company had 3,200,000 shares of common stock
issued and outstanding. After the issuance, the Company has 7,200,000
shares of common stock issued and outstanding.
As a result of the issuance, Mr. Calahasen owns approximately 55.55% of
the issued and outstanding common stock of the Company and is the majority
shareholder of the Company.
As a result of the issuance, the ownership of Ms. Shari Sookarookoff, the
Chief Executive Office and Director of the Company was decreased from
78.13% to 34.72%.
5 SUBSEQUENT EVENTS
On July 6, 2010, the Company filed a Definitive Information Statement on
Schedule 14C to amend the articles of incorporation as follows:
1. To authorize the Company to change the name to CREENERGY CORPORATION,
2. To authorize a forward split of common stock issued and outstanding on
a thirty (30) new shares for one (1) old shares basis, and
3. To increase the authorized common shares of the company from
75,000,000 shares of common stock to 675,000,000 shares of common
stock.
Such proposals have been approved by the majority shareholders of the
Company and will become effective upon the filing of an Amendment to the
Articles of Incorporation with the Secretary of State of Nevada.
F-11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results, or other developments.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic, and competitive,
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward-looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Quarterly Report on Form 10-Q, our Quarterly
Report on Form 10-Q filed on April 13, 2010, and our Annual Report on Form 10-K
filed on March 10, 2010.
The independent registered public accounting firm's report on the Company's
financial statements as of November 30, 2009, 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.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Over the last two (2) years, we have continued to establish a business, which
provides a website where members and customers are able to bid on and purchase
pieces of art. Our target cliental was the artistic community and those who
enjoy purchasing, learning, and discussing art. We represented 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. We showcased
original pieces of art from unknown artists in the industry as well as
established artists. Prints were available for individuals looking for a piece
that can otherwise only be found in a gallery. Buyers were able to purchase art
pieces from the website using different forms of payment. We focused on buyers
and art collectors who are using the Internet to find what they were looking
for.
However, we believe that we need to enlarge our business activity. With this in
mind, the name Online Originals, Inc. has been perceived by management as
limiting the Company's ability to pursue other opportunities and in management's
opinion may have limited awareness to the internet sales arena. The proposed
change of Company's name from Online Originals, Inc. to CREENERGY Corporation is
intended to convey a sense of the Company's new business focus as it looks to
pursue other opportunities. Specifically, the Company intends to obtain leases
for the exploration and production of oil and gas in First Nation areas of
northern Alberta, Canada. Though at the date of this filing, the Company has not
identified any prospects or entered into any leases or agreements.
On May 21, 2010, the Company issued 4,000,000 shares of its restricted common
stock to Mr. David Calahasen, a director of the Company, at a price of $0.004
per share for cash totalling $16,000. As a result of such transaction, Mr.
Calahassen became the Company's majority shareholder, holding approximately
55.5% of the issued and outstanding common stock of the Company.
On May 24, 2010, Mr. David Callahasen was appointed to the Board of Directors of
the Company.
12
On July 6, 2010, the Company filed a Definitive Information Statement on
Schedule 14C to amend the articles of incorporation as follows:
1. To authorize the Company to change the name to CREENERGY CORPORATION,
2. To authorize a forward split of common stock issued and outstanding on
a thirty (30) new shares for one (1) old shares basis, and
3. To increase the authorized common shares of the company from
75,000,000 shares of common stock to 675,000,000 shares of common
stock.
Such proposals have been approved by the majority shareholders of the Company
and will become effective upon the filing of an Amendment to the Articles of
Incorporation with the Secretary of State of Nevada.
Since we intend to operate with very limited administrative support, our
officers will continue to be responsible for these tasks for at least the next
six (6) months.
Material Changes in Financial Condition
At May 31, 2010, our cash balance was $4,536. In addition, we have prepaid
expenses of $1,859. 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, 2010, we had a working capital of $4,066 compared to a working
capital deficit of $8,950 at November 30, 2009. At May 31, 2010, our total
assets consisted of cash of $4,536 and prepaid expenses of $1,859. This compares
with total assets at November 30, 2009 consisted of cash of $2,841, prepaid
expenses of $109 and capital assets of $476.
At May 31, 2010, our total current liabilities decreased to $2,329 from $11,900
at November 30, 2009. During the six months ended May 31, 2010, accounts payable
and accrued liabilities decreased by $9,571.
On May 21, 2010, the Company issued 4,000,000 shares of its restricted common
stock to Mr. David Calahasen , a director of the Company, at a price of $0.004
per share for cash totaling $16,000. Such funds are to be used to support the
Company's operational activities.
We recognized revenues of $6,042 from operations during the six months ending
May 31, 2010. We believe our existing cash balances will be sufficient to carry
our normal operations over the next three (3) months. Our short and long-term
survival is dependent on revenues from commission sales or funding from sales of
securities as necessary or from shareholder loans, and thus, to the extent that
we require additional funds to support our operations or the expansion of our
business, we will attempt to sell additional equity shares or issue debt. Any
sale of additional equity securities will result in dilution to our
stockholders. Recent events in worldwide capital markets may make it more
difficult for us to raise additional equity or capital. There can be no
assurance that additional financing, if required, will be available to us or on
acceptable terms.
Result of Operations
For The Three Months Ended May 31, 2010 Compared To The Three Months Ended May
31, 2009.
We recognized revenues of $2,522 from operational sales during the three months
ending May 31, 2010, compared to nil revenues during the three months ended May
31, 2009.
During the three months ended May 31, 2010, operating expenses were $5,245
compared to $4,304 for the three months ended May 31, 2009. The increase of $941
was due to an increase in our operational activities over the prior period.
Operating expenses during the three months ended May 31, 2010, consisted of
professional fees of $4,418, and office and administration costs of $827,
compared to professional fees of $3,251, amortization and depreciation of $907
and office and administration costs of $146, for the three months ended May 31,
2009.
13
We recognized a net loss of $2,723 for the three months ended May 31, 2010,
compared to a net loss of $4,304 for the three months ended May 31, 2009. The
decrease in the loss of $1,581 was a result of the increase in operational sales
coupled with an increase in operational expenses as discussed above.
For The Six Months Ended May 31, 2010, Compared To The Six Months End May 31,
2009.
We recognized revenues of $6,042 from operational sales during the six months
ending May 31, 2010, compared to nil revenues during the six months ended May
31, 2009.
For the six months ended May 31, 2010, operating expenses were $9,509 compared
to $7,123 for the six months ended May 31, 2009. The increase of $2,386 was due
to an increase in our operational activities over the prior period. Operating
expenses during the six months ended May 31, 2010, consisted of professional
fees of $7,253, amortization and depreciation of $477 and office and
administration costs of $1,779, compared to professional fees of $4,934,
amortization and depreciation of $1,814 and office and administration costs of
$375, for the six months ended May 31, 2009.
We recognized a net loss of $3,467 for the six months ended May 31, 2010,
compared to a net loss of $7,123 for the six months ended May 31, 2009. The
decrease in the loss of $3,656 was a result of the increase in operational sales
coupled with an increase in operational expenses as discussed above.
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the 1934 Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms.
ITEM 4T. CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
Management's assessment of the effectiveness of the small business issuer's
internal control over financial reporting is as of the quarter ended May 31,
2010. We believe that our internal control over financial reporting was not
effective due to material weaknesses in the system of internal control.
14
Specifically, management identified the following control deficiency:
The Company has installed accounting software that does not prevent
erroneous or unauthorized changes to previous reporting periods and
does not provide an adequate audit trail of entries made in the
accounting software.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
This quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended May 31, 2010, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 21, 2010, the Company issued 4,000,000 shares of its restricted common
stock to Mr. David Calahasen in exchange for cash of $16,000. Prior to the
issuance, the Company had 3,200,000 shares of common stock issued and
outstanding. After the issuance, the Company has 7,200,000 shares of common
stock issued and outstanding.
As a result of the issuance, Mr. Calahasen owns approximately 55.55% of the
issued and outstanding common stock of the Company and is the majority
shareholder of the Company.
As a result of the issuance, the ownership of Ms. Shari Sookarookoff, the Chief
Executive Officer and Director of the Company was decreased from 78.13% to
34.72%.
All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). All of the individuals listed above that purchased the
unregistered securities were known to the Company and its management, through
pre-existing business relationships, as long standing business associates and
employees. All purchasers were provided access to all material information,
which they requested, and all information necessary to verify such information
and were afforded access to management of the Company in connection with their
purchases. All purchasers of the unregistered securities acquired such
securities for investment and not with a view toward distribution, acknowledging
such intent to the Company. All certificates or agreements representing such
securities that were issued contained restrictive legends, prohibiting further
transfer of the certificates or agreements representing such securities, without
such securities either being first registered or otherwise exempt from
registration in any further resale or disposition.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
15
Item 4. REMOVED AND RESERVED.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Pursuant to Item 601 of Regulation S-K, the following exhibits are included
herein.
Exhibit
Number Description
31.1 Section 302 Certification - Chief Executive Officer /
Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Chief Executive Officer / Chief Financial Officer.
16
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 15th day of July,
2010.
ONLINE ORIGINALS, INC.
By: /s/ Shari Sookarookoff
----------------------
Name: Shari Sookarookoff
Title: President/Chief Executive Officer and
Chief Financial (Accounting) Officer
17