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 April 20, 2009, and our Amended Annual Report on Form 10-K/A filed May 28, 2009.

The independent registered public accounting firm's report on the Company's financial statements as of November 30, 2008, and for each of the years in the two-year period then ended; include a "going concern" explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 4 to the unaudited quarterly financial statements.

Operations

We are establishing a business, which provides a website where members and customers are able to bid on and purchase pieces of art. Our target cliental is the artistic community and those who enjoy purchasing, learning, and discussing art. We also represent pieces from artists, art owners, and members of the site, as well as one-time users looking to sell a single piece through our gallery/auction website.

The website, www.artbyonlineoriginals.com, showcases a variety of art ranging from paintings, drawings, prints, and sculptures. We intend to develop a community of art enthusiasts through this site that will have profiles of other members and member's comments on other sellers so individuals feel comfortable purchasing online.

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

Buyers are able to purchase art pieces from the website using different forms of payment. We are focusing on buyers and art collectors who are using the Internet to find what they are looking for. Members are able to enter the website and log into their account.

Principal Products and Services

We are developing an online art gallery/auction house that allows members and users to purchase original art pieces online. We currently do not have an inventory of art pieces. Eventually, the available artwork will include paintings, drawings, prints, and sculptures from artists, art owners and members of the site. Members of the site, one-time users and we will sell these pieces. Fees and commissions will be charged for the services we provide.

Plan of Operation

We are continuing to contact both experienced and unpublished artists in order to introduce our marketing plan. We will continue to develop our membership program and have contacted the local tourist bureau in order to market our products though their international contacts.

We are continuing the sale of memberships and inventory items when available. We have no employees at the present time. We will continue to operate with very limited administrative support. Our current officers will continue without compensation, for at least the next three months. This will enable us to continue to preserve capital during this stage of our development.

On June 30, 2009, Gregory Adams resigned as Secretary/Treasurer and as a director of the Company. In addition, on June 30, 2009, Shari Sookarookoff, President and Chief Executive Officer of the Company, was appointed Secretary/Treasurer and Chief Financial Officer of the Company.

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

We are actively seeking to add new products and/or services that we can offer through our website. A new marketing strategy will be developed as new products and services are identified.

Liquidity

At May 31, 2009, our cash balance was $1,646. In addition, we have prepaid expenses of $151. 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, 2009, we had working capital deficit of $11,389 compared to working capital deficit of $6,068 at November 30, 2008. At May 31, 2009, our total assets consisted of cash of $1,646, prepaid expenses of $151 and capital assets of $1,728. This compares with total assets at November 30, 2008 consisting of cash of $4,904, prepaid expenses of $93 and capital assets of $3,542.

At May 31, 2009, our total current liabilities increased to $13,186 from $11,065 at November 30, 2008. During the six months ended May 31, 2009, accounts payable and accrued liabilities increased by $2,121.

We did not recognize any revenues from operations during the six months ending May 31, 2009. We believe our existing cash balances will not be sufficient to carry our normal operations over the next three (3) months. Our short and long-term survival is dependent on funding from sales of securities as necessary or from shareholder loans, and thus, to the extent that we require additional funds to support our operations or the expansion of our business, we will attempt to sell additional equity shares or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. Recent events in worldwide capital markets may make it more difficult for us to raise additional equity or capital. There can be no assurance that additional financing, if required, will be available to us or on acceptable terms.

In addition, the United States is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activity in the country for an indeterminable period. The long-term impact on the United States economy and the Company's operating activities and ability to raise capital cannot be predicted at this time, but may be substantial.

Result of Operations

For The Three Months Ended May 31, 2009 Compared To The Three Months Ended May 31, 2008.

We did not recognize any revenues from operational sales during the three months ending May 31, 2009. During the three months ended May 31, 2008, we did not recognize any revenues from operational activity.

For the three months ended May 31, 2009, operating expenses were $4,304 compared to $7,711 for the three months ended May 31, 2008. The decrease of $3,407 was due to a decrease in our operational activities over the prior period. Operating expenses during the three months ended May 31, 2009, consisted of professional fees of $3,251, amortization and depreciation of $907 and office and administration costs of $146, compared to professional fees of $6,482, amortization and depreciation of $907 and office and administration costs of $322, for the three months ended May 31, 2008.

We recognized a net loss of $4,304 for the three months ended May 31, 2009, compared to a net loss of $7,711 for the three months ended May 31, 2008. The decrease of $3,407 was a result of the decrease in operational expenses as discussed above.

For The Six Months Ended May 31, 2009 Compared To The Six Months Ended May 31, 2008

We did not recognize revenues from operational sales during the six months ended May 31, 2009 compared with revenues of $1,760 from operational activity during the six months ended May 31, 2008.

During the six months ended May 31, 2009, we incurred operating expenses of $7,124 compared to operating expenses of $18,397 during the six months ended May 31, 2008. The decrease of $11,273 is a result of our decreased operational activities. During the six months ended May 31, 2009, operational expenses consisted of professional fees of $4,934, depreciation and amortization costs of $1,814, and office and administrative expenses of $376. This compares with operational expenses consisted of $14,803 in professional fees, $1,780 in office and administrative expenses and $1,814 in depreciation and amortization costs for the six months ended May 31, 2008.

During the six months ended May 31, 2009, we recognized a net loss of $7,124 compared to a net loss of $16,637 for the six month period ended May 31, 2008. The decreased loss is a result of a decrease in professional fees of $9,869, and a decrease in office and administration of $1,404. Revenues for the period also decreased by $1,760.

Off-Balance Sheet Arrangements

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