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FORM 10-QSB

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

|[X]   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
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|      | EXCHANGE ACT of 1934 for the period ended June 30, 2006            
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|OR    |                                                                    
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|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|      | EXCHANGE ACT of 1934 for the transition period from                

ST ONLINE CORP.

Commission File Number   000-51712



|Nevada                                        | 71-0971567                     
|--------------------------------------------- | -------------------------------
|(State or Other Jurisdiction of Organization) | (IRS Employer Identification #)

359 - 240th Street
Langley, British Columbia
Canada V3A 6H5(Address of principal executive offices, including zip code)

(604) 534-3879(Registrant's telephone number, including area code)

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 [   ]

The Registrant is a Shell company. [   ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   As at August 14, 2006, the issuer had 4,000,000 common shares issued and outstanding.

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PART I. - FINANCIAL INFORMATION

ITEM 1.     INTERIM FINANCIAL STATEMENTS.



|ST Online Corp.                                     
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|(A Development Stage Company)                       
|Balance Sheets                                      
|(Expressed in U.S. dollars)                         
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|ASSETS                                              
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|Current Assets                                      
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|Cash                                                
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|Total Current Assets                                
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|Property and Equipment (Note 3)                     
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|Total Assets                                        
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|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      
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|Current Liabilities                                 
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|Accounts payable                                    
|Accrued liabilities                                 
|Due to related parties (Notes 4(a) and (b))         
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|Total Liabilities                                   
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|Contingencies (Note 1)                              
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|Stockholders' Equity (Deficit)                      
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|Common Stock:                                       
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|Additional Paid-in Capital                          
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|Donated Capital (Note 4(c))                         
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|Deficit Accumulated During the Development Stage    
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|Total Stockholders' Equity (Deficit)                
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|Total Liabilities and Stockholders' Equity (Deficit)
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|ST Online Corp.                       
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|(A Development Stage Company)         
|Statements of Operations              
|(Expressed in U.S. dollars)           
|(unaudited)                           
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|Revenue                               
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|Expenses                              
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|Amortization                          
|Impairment loss on intangible assets  
|Management fees (Note 4(c))           
|Office and general                    
|Professional fees                     
|Rent (Note 4(c))                      
|Website development costs             
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|Total Expenses                        
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|Net Loss                              
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|Net Loss Per Share - Basic and Diluted
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|Weighted Average Shares Outstanding   











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|ST Online Corp.                                                            
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|(A Development Stage Company)                                              
|Statements of Cash Flows                                                   
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|Operating Activities                                                       
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|Net loss                                                                   
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|Adjustments to reconcile net loss to net cash used in operating activities:
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|Change in operating assets and liabilities:                                
|Accounts payable and accrued liabilities                                   
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|Net Cash Flows Used in Operating Activities                                
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|Investing Activities                                                       
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|Net Cash Flows Used in Investing Activities                                
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|Financing Activities                                                       
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|Net Cash Flows Provided by Financing Activities                            
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|Increase (Decrease) in Cash                                                
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|Cash - Beginning of Period                                                 
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|Cash - End of Period                                                       
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|Supplemental Disclosures                                                   
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|Interest paid                                                              
|Income taxes paid                                                          
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|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|   | ST Online Corp. (the "Company") was incorporated in the State of Nevada on August 27, 2004.  The Company is based in Vancouver, British Columbia Canada and its principal business is as an online website that enables customers to purchase and download tennis lesson video clips. The Company acquired the rights to the website from a principal shareholder by the issuance of debt in the amount of $4,348.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|   | The Company is in the development stage with management devoting most of its activities to developing a market for its products and services. These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue and has never paid any dividends. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the development stage is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to generate sustainable significant revenue. There is no guarantee that the Company will be able to raise any equity financing or generate profitable operations. As at June 30, 2006, the Company has working capital of $18,001 and has accumulated losses of $107,148 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
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|   | The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission which was declared effective on October 11, 2005, to raise a minimum of $100,000 by selling 1,000,000 common shares and a maximum of $200,000 by selling 2,000,000 common shares at $0.10 per share. Refer to Note 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|2. | Summary of Significant Accounting Principles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|2. | Summary of Significant Accounting Principles (continued)
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|2. | Summary of Significant Accounting Principles (continued)
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|3. | Property and Equipment                                                                                                                                                                                                 
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|4. | Related Party Transactions                                                                                                                                                                                             
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|5. | Common Stock                                                                                                                                                                                                           
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|   | During the nine month period ended June 30, 2006, the Company received cash proceeds of $112,065 from the issuance of  1,120,650 shares of common stock at $0.10 per share pursuant to its SB-2 Registration Statement.















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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This section of our annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation with limited operations and minuscule revenues from our business operations.  Our revenues have been exclusively generated from the sale of tennis lessons on our website.  For the nine months ended June 30, 2006, we have generated approximately $229 in revenues from the sale of tennis lessons.

Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  We are a start-up stage corporation with limited operations and minuscule revenues from our business operations.  We do not anticipate initiating significant operations until we complete the development of our website, source out suppliers for products to sell and source out customers to buy our products.  We believe the technical aspects of our website will be sufficiently developed to use for our operations 70 days from the completion of our public offering. Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.  We must raise cash to implement our project and begin our operations.  Whether we raise the minimum amount or the maximum amount, it will last twelve months.  We will not begin full operations until we raise money from our public offering.

To meet our need for cash we are attempting to raise money from our public offering.  If we raise the minimum amount through our public offering, we will be able to begin full operations and remain in business for twelve months.  If we are unable to generate revenues after the twelve months for any reason, or if we are unable to make a reasonable profit after twelve months, we may have to cease operations.  At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.  If we raise the minimum amount of money from our public offering, it will last a year but with limited funds available to develop growth strategy.  If we raise the maximum amount, we believe the money will last a year and also provide funds for growth strategy.

If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money through a second public offering, a private placement of securities, or loans.  Other than as described in this paragraph, we have no other financing plans.





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Plan of Operation

Assuming we raise the minimum amount in our public offering, we believe we can satisfy our cash requirements during the next 12 months.  We will not be conducting any product research or development.  We do not expect to purchase or sell plant or significant equipment.  Further we do not expect significant changes in the number of employees.

Upon completion of our public offering, our specific goal is to profitably sell our tennis lessons and tennis related products to the public.  We intend to accomplish the foregoing through the following milestones:

1.   Complete our public offering.  We believe that we will raise sufficient capital to begin our operations.  We believe this could take up to 180 days from the date the Securities and Exchange Commission declares our offering effective.  We will not begin operations until we have closed our public offering.  We intend to concentrate all of our efforts on raising as much capital as we can during this period.

2.   After completing the offering, we will immediately begin to establish our office and acquire the equipment we need to begin operations.  Establishing our offices will take approximately a week.  We believe that it will cost $10,000 to establish our office.  We do not intend to hire employees.  Our officers and directors will handle our administrative duties.

3.   After our office is established, which we said should be 10 days after completing our offering, we intend to contact and negotiate with large manufacturers and suppliers of tennis products, such as  HEAD, PRINCE among others, to offer their products on our website.  We also intend to locate smaller, new manufacturers to offer their products on a more exclusive basis.  Once we have signed at least one contract, we will have Tidal Multimedia Inc. complete the initial development our website.  We believe we should have one contract signed within 30 days of setting up our office.  The execution of additional contracts with suppliers and the development of the website will be ongoing during the life of our operations.  As more products are added and as our customer data base expands, we will be upgrading our website.  We believe that it will cost up to $10,000 in order to have our website completely operational and $5,000 to have our data base initially ready to receive information.  Both the initial full operation of the website and the data base will be ready 60 days from the signing of our first contract with a major supplier.  At that point, we will be able to accept orders for products we will sell.  We currently sell tennis lessons on our website and our website is functional with respect to the sale of the tennis lessons.  Further, we have already completed production and are selling the four tennis lessons referred to in the Business section of this annual report.  As additional contracts are signed with suppliers, we will up-grade the website.  As our customer base increases, we will up-grade the data base.  Both upgrades will be ongoing during the life of our operations.  In addition to offering lessons, equipment and products, we will pass on  industry information to tennis players  that we acquire in the course of our operations.





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4.   As soon as our website is operational, which as we have said will be approximately 60 days from setting up our office, we will begin to market our website in Canada and the United States through traditional sources such as sports magazines, tennis tournaments and conferences, newspaper advertising in the sports sections, telephone directories and flyers/mailers.  We intend to target tennis players.  We  may utilize inbound links that connect directly to our website from other sites. Potential customers can simply click on these links to become connected to our website from search engines and community and affinity sites.  We believe that it will cost a minimum of $15,000 for our marketing campaign.  If we raise the maximum amount of proceeds from the offering, we will devote an additional $20,000 to our marketing program.  Marketing is an ongoing matter which will continue during the life of our operations.  We also believe that we should begin to see results from our marketing campaign within 30 days from its initiation, or 90 days from setting up our office.

5.   Part of our marketing program includes sourcing out and identifying tennis players and manufacturers and suppliers of tennis equipment.  The process of sourcing out suppliers includes identifying manufacturers, large and small by research into existing databases via the Internet and research in tennis publications. This process will start as soon as our office is operational and will be ongoing during the life of our operations. Sourcing customers may consist of telephone surveys and may contain questions which would determine the marketing approach and acceptability of specific products.  It will also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database.  We intend to look into the databases of tennis clubs, tennis lessons, tennis equipment, including racquets, shoes, clothing and accessories, and sports magazines that are publically available through Internet research, telephone directories, and periodical research.  The cost to source and analyze all of the material to identify suitable candidates to develop and maintain the database is estimated to cost $5,000 to $15,000.

6.   Within 90 days from the full operation of our website, we believe that we will begin receiving additional orders for tennis lessons and initial orders for the purchase of tennis products.

7.   Within the next twelve months we plan to develop a "doubles strategy" video.  We estimate the cost to be approximately $5,000 which includes the cost of filming, producing and placement of the video on the website.

8.   Once the website is fully operational; we will offer products for sales based on negotiated agreements with various manufacturers and suppliers.  When sales orders from the website commences, we intend to hire 1 or 2 part-time salesperson(s) to handle our Internet transactions.

In summary, we should be in full operation and receiving orders within 100 days of completing our offering.  We estimate that we will generate revenue 120 to 180 days after commencing operations.

Until our website is fully operational, we do not believe that large manufacturers will provide us with their best products or best prices.  We believe, however, that once our website is operational and we have developed at significant data base of customers, large industry leaders will provide us with their best products and best prices.  There is no guarantee that the large industry leaders will provide us with their best products and best prices.

If the manufacturers and suppliers do not provide their products to us on reasonable terms, we may have to suspend or cease operations.

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We will not be conducting any research.  We are not going to buy or sell any plant or significant equipment during the next twelve months.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.  If we cease operations, we do not know what we will do and we do not have any plans to do anything.

Limited operating history; need for additional capital

There is limited historical financial information about us  upon which to base an evaluation of our performance.  We are in a start-up stage operations and have generated minuscule revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources  and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to sell tennis lessons and locate and negotiate agreements with manufacturers and suppliers of tennis products to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele at a profit.  We are seeking equity financing to provide for the capital required to implement our operations.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on August 27, 2004 to June 30, 2006

During the period, we contracted Tidal Multimedia Inc. to create an Internet website with the domain name "www.simpletennis.com".  Our loss from inception to June 30, 2006 is $107,148 of which $66,474 is for professional fees in connection with this report; $2,071 is for the amortization of website development costs; $15,501 is for general office costs; $2,847 is for the development of the website; $5,500 for donated rent; and, $12,545 in donated management fees contributed by the president for the development of the business cost of the impairment of intangible assets.  We have generated $686 in revenues.  We expect to begin full operations 100 days after we complete our public offering.

Since inception, we sold 4,000,000 shares of common stock to our officers and directors for $40.

Liquidity and capital resources

As of the date of this quarterly report, we have generated $686 in revenues.

In August 2004, we issued 4,000,000 shares of common stock through a private placement of securities to our officers and directors.  We relied upon the exemption from registration contained in section 4(2) of the Securities Act of 1933.  This was accounted for as a sale of common stock.



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As of June 30, 2006, our total current assets were $27,794 and our total current liabilities were $9,793 for a working capital surplus of $18,001.  Scott Pedersen and Elena Avdasseva are owed $5,000, for cash advances and expenses paid for on behalf of the Company.

Recent accounting pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"), "Share-Based Payment." SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".SFAS No. 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability, and credibility of financial statements. Public entities that file as small business issuers will be required to apply Statement 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 153,"Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between GAAP in the United States and GAAP developed by the International Accounting Standards Board (IASB). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions",that was issued in 1973. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.



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FASB has also issued SFAS No. 151 and 152 but they will not have any relationship to the operations of the Company therefore a description and its impact for each on the Company's operations and financial position have not been disclosed.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 ("SAB No. 107") to give guidance on the implementation of SFAS 123R. The Company will consider SAB No. 107 during implementation of SFAS 123R.

ITEM 3.     CONTROLS AND PROCEDURES.

(a)     Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that 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 in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)     Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

PART II - OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On October 31, 2005, our Form SB-2 registration statement (SEC file no. 333-121114) was declared effective by the SEC.  On January 6, 2006, we completed our public offering by selling 1,170,650 shares of common stock to 96 persons and corporations and raised $117,065.  Since completing our public offering, we have used the proceeds as follows:





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|Offering Expenses         | $ | 4,210 
|------------------------- | - | ------
|Website development       |   | 0     
|Database                  |   | 3,340 
|Marketing and advertising |   | 0     
|Establishing an office    |   | 13,803
|Salaries                  |   | 0     
|Working capital           |   | 34,469
|Professional Fees         |   | 12,494
|TOTAL                     | $ | 68,316

ITEM 6.     EXHIBITS.

The following documents are included herein:



|Exhibit No. | Document Description                                                                                                                                                                           
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|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 and Chief Financial Officer).                  

























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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 14th day of August, 2006.



| | ST ONLINE CORP.
| | ---------------
| |                
| | BY:            
| |                

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities.



|Signature       | Title                                                          | Date           
|--------------- | -------------------------------------------------------------- | ---------------
|                |                                                                |                
|SCOTT PEDERSEN  | President, Principal Executive Officer, Treasurer,             | August 14, 2006
|Scott Pedersen  | Principal Financial Officer and  Principal Accounting Officer. |                
|                |                                                                |                
|ELENA AVDASSEVA | Secretary and a member of the Board of Directors.              | August 14, 2006
|Elena Avdasseva |                                                                |                

























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