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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 
|----- | -------------------------------------------------------------------
|      | EXCHANGE ACT of 1934 for the period ended March 31, 2006           
|      |                                                                    
|OR    |                                                                    
|      |                                                                    
|[   ] | 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 May 15, 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.(A Development Stage Company)
March 31, 2006



|                                  | Index
|--------------------------------- | -----
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|                                 
|Balance Sheets                    | F-1  
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|Statements of Operations          | F-2  
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|Statements of Cash Flows          | F-3  
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|Notes to the Financial Statements | F-4  



























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|ST Online Corp.                                     
|----------------------------------------------------
|(A Development Stage Company)                       
|Balance Sheets                                      
|(Expressed in U.S. dollars)                         
|                                                    
|                                                    
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|ASSETS                                              
|                                                    
|Current Assets                                      
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|Cash                                                
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|Total Current Assets                                
|                                                    
|Property and Equipment (Note 3)                     
|                                                    
|Total Assets                                        
|                                                    
|                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      
|                                                    
|Current Liabilities                                 
|                                                    
|Accounts payable                                    
|Accrued liabilities                                 
|Due to related parties (Note 4)                     
|                                                    
|Total Liabilities                                   
|                                                    
|                                                    
|Stockholders' Equity (Deficit)                      
|                                                    
|Common Stock:                                       
|                                                    
|                                                    
|                                                    
|Common Stock Subscribed (Note 5)                    
|                                                    
|Donated Capital                                     
|                                                    
|Deficit Accumulated During the Development Stage    
|                                                    
|Total Stockholders' Equity (Deficit)                
|                                                    
|Total Liabilities and Stockholders' Equity (Deficit)
|                                                    





(The accompanying notes are an integral part of these financial statements)
F-1



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|ST Online Corp.                       
|--------------------------------------
|(A Development Stage Company)         
|Statements of Operations              
|(Expressed in U.S. dollars)           
|(unaudited)                           
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|Revenue                               
|                                      
|                                      
|Expenses                              
|                                      
|Amortization                          
|Impairment loss on intangible assets  
|Management fees (Note 4(c))           
|Office and general                    
|Professional fees                     
|Rent (Note 4(c))                      
|Website development costs             
|                                      
|Total Expenses                        
|                                      
|Net Loss                              
|                                      
|                                      
|Net Loss Per Share - Basic and Diluted
|                                      
|                                      
|Weighted Average Shares Outstanding   









(The accompanying notes are an integral part of these financial statements)
F-2



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|ST Online Corp.                                                            
|---------------------------------------------------------------------------
|(A Development Stage Company)                                              
|Statements of Cash Flows                                                   
|(Expressed in U.S. dollars)                                                
|(unaudited)                                                                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Operating Activities                                                       
|                                                                           
|Net loss                                                                   
|                                                                           
|Adjustments to reconcile net loss to net cash used in operating activities:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Change in operating assets and liabilities:                                
|Accounts payable and accrued liabilities                                   
|                                                                           
|Net Cash Flows Used in Operating Activities                                
|                                                                           
|Investing Activities                                                       
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|                                                                           
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|Net Cash Flows Used in Investing Activities                                
|                                                                           
|Financing Activities                                                       
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|                                                                           
|                                                                           
|                                                                           
|Net Cash Flows Provided by Financing Activities                            
|                                                                           
|Increase (Decrease) in Cash                                                
|                                                                           
|Cash - Beginning of Period                                                 
|                                                                           
|Cash - End of Period                                                       
|                                                                           
|                                                                           
|Supplemental Disclosures                                                   
|                                                                           
|Interest paid                                                              
|Income taxes paid                                                          



(The accompanying notes are an integral part of these financial statements)
F-3



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|ST Online Corp.                  
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      
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|1.                               
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|2.                               
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|a)                               
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|b)                               
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|c)                               
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|d)                               
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F-4



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|ST Online Corp.                  
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|2.                               
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|e)                               
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|f)                               
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|g)                               
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|h)                               
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|i)                               
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|j)                               
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|k)                               
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F-5



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|ST Online Corp.                  
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|2.                               
|                                 
|l)                               
|                                 
|                                 
|m)                               
|                                 
|                                 
|n)                               
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F-6



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|ST Online Corp.                  
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|3.                               
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|4.                               
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|a)                               
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|b)                               
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|c)                               
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|5.                               
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F-7



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

This section of our quarterly 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 quarterly 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.  As of March 31, 2006, we have generated $596 in revenues from the sale of tennis lessons since inception.

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 in about 70 days.

We believe our current cash will last one year.  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.  We currently have no plans to raise additional cash other than through our operations.

Plan of Operation

We have completed our public offering and have established the following milestones with respect to our operations:

1. Establish our office and acquire the equipment we need to begin operations.  Establishing our offices will take approximately a month from the date of this report.  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.
2. After our office is established, which we said should be in approximately one month, 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 have to be continually upgrading the 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

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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 quarterly 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.

1. 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.   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.
2. 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.
3. 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.
4. 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.
5. Once the website is fully operational; we have located and negotiated agreements with a suitable number of manufacturers and suppliers to offer their products for sale; and, we have begun to receive orders for products, we intend to hire 1 or 2 part-time salesperson(s) to handle our Internet transactions.





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In summary, we should be in full operation and receiving orders within 90 days.  We estimate that we will generate revenue 120 to 180 days after beginning 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.

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 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 March 31, 2006

During the period we incorporated the company, hired the attorney for the preparation of this Registration Statement and an auditor to audit our financial statements.  We contracted Tidal Multimedia Inc. to create an Internet website with the domain name "www.simpletennis.com".  Our loss from inception to March 31, 2006 was $86,867 of which $55,525 was for professional fees; $1,731 was for the amortization of office equipment; $10,214 was for general office costs; $2,847 was for the development of the website; $4,750 was for donated rent; and, $9,500 was for donated management fees contributed by the president for the development of the business and $2,896 for the impairment loss on intangible assets.  We have generated $596 in revenues.  We expect to begin full operations 100 days from the date of this report.



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Liquidity and capital resources

As of March 31, 2006, we have generated $596 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.

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 at $0.10 to 96 persons and corporations and raised $117,065.  As at March 31, 2006, $112,065 in share subscriptions have been received.

As at March 31, 2006, we had working capital of $35,692.  As of March 31, 2006, our total assets were $49,488, which consisted of $45,692 in cash and $3,796 in equipment; and our total liabilities were $10,000 comprised of $5,000 due a related party and $5,000 in accounts payable.

Recent accounting pronouncements

In 2006, the Financial Accounting Standards Board ("FASB") has issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140" and No. 156 "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140", but they will not have a material effect in the Company's results of operations or financial position. Therefore, a description and its impact for each on the Company's operations and financial position have not been disclosed.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

Prior to January 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company's employee stock options was less than the market price of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R "Share Based Payments", using the modified retrospective transition method. The Company has not issued any stock options or share based payments since its inception. Accordingly, there was no effect on the Company's reported loss from operations, cash flows or loss per share as a result of adopting SFAS No 123R.



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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 did not have a material impact on the Company's results of operations or financial position.

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.

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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:



|Offering Expenses         | $ | 14,122
|------------------------- | - | ------
|Website development       |   | 1,864 
|Database                  |   | 0     
|Marketing and advertising |   | 0     
|Establishing an office    |   | 6,208 
|Salaries                  |   | 0     
|Working capital           |   | 49,179
|TOTAL                     | $ | 71,373

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 16th day of May, 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,             | May 16, 2006
|Scott Pedersen  | Principal Financial Officer and  Principal Accounting Officer. |             
|                |                                                                |             
|ELENA AVDASSEVA | Secretary and a member of the Board of Directors.              | May 16, 2006
|Elena Avdasseva |                                                                |             























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