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

                                 FORM 10-QSB

(Mark One)

     [X]  Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended February 28, 2001.

     [ ]  Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required) for the transition period from _____ to
_____.

Commission file number: 000-26965

                              TK Originals, Inc.
              -------------------------------------------------
               (Name of Small Business Issuer in Its Charter)

              Nevada                                  88-0408426
             --------                                ------------
  (State or Other Jurisdiction of                  (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

              6314 King Valley Drive, West Valley City, Utah 84128
           ---------------------------------------------------------
             (Address of Principal Executive Offices and Zip Code)

                  Issuer's telephone number:  (801) 964-4810
                                             ----------------

                               Not Applicable
           ---------------------------------------------------------
         (Address of Previous Principal Executive Offices and Zip Code)

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

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS:

     Check whether the registrant has filed all documents and reports
required  to be filed by Sections 12, 13, or 15(d) of the Exchange Act
subsequent to the distribution of securities under a plan confirmed by a
court.   Yes  [   ]   No [   ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS:

     State of number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     The number of shares outstanding of the Company's common stock ($0.001
par value), as of February 28, 2001 was 23,000,000 shares.

                                   Total of Sequentially Numbered Pages:  16
                                              Index to Exhibits on Page:  16
<PAGE>

                             TABLE OF CONTENTS
                            -------------------



                                   PART I


ITEM 1.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 3


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . .11



                                   PART II


ITEM 1.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .14


ITEM 2.   CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .14


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .14


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .14


ITEM 5.   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .14


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .14


     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15












                                                                         2
<PAGE>
                                   PART I


---------------------------------------------------------------------------
ITEM 1.   FINANCIAL STATEMENTS
---------------------------------------------------------------------------

     The Company's unaudited financial statements, which are attached as pages
4 through 10, include:


-    Unaudited Condensed Balance Sheets, February 28, 2001 and May 31, 2000

-    Unaudited Condensed Statements of Operations, for the three and nine
     months ended February 28, 2001 and 2000 and from inception on June 25,
     1996 through February 28, 2001

-    Unaudited Condensed Statements of Cash Flows, for the nine months ended
     February 28, 2001 and 2000 and from inception on June 25, 1996 through
     February 28, 2001

-    Notes to Unaudited Condensed Financial Statements



     In the opinion of management, the accompanying unaudited financial
statements included in this quarterly report filed on Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented.  The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.











                 [THIS SPACE WAS INTENTIONALLY LEFT BLANK]














                                                                         3
<PAGE>

















                              TK ORIGINALS, INC.
                        (A Development Stage Company)

                             FINANCIAL STATEMENTS
                                 (Unaudited)
                      February 28, 2001 and May 31, 2000


































                                                                         4
<PAGE>
<TABLE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)

                                 Balance Sheets
<CAPTION>
                                    ASSETS
                                   --------
                                                   February 28,    May 31,
                                                      2001          2000
                                                   -----------   -----------
<S>                                                <C>           <C>
                                                   (Unaudited)    (Audited)
CURRENT ASSETS

  Cash                                             $        15   $     3,453
  Inventory                                              1,666           --
  Note receivable - related party                        3,269           --
                                                   -----------   -----------
   Total Current Assets                                  4,950         3,453
                                                   -----------   -----------
FIXED ASSETS                                             5,384         2,250
                                                   -----------   -----------
   TOTAL ASSETS                                    $    10,334   $     5,703
                                                   ===========   ===========


                     LIABILITIES AND STOCKHOLDERS' EQUITY
                    --------------------------------------
CURRENT LIABILITIES

  Accounts Payable                                 $     1,751   $       --
  Accrued Interest                                       2,792         1,000
  Accrued Rent                                             200           --
  Accrued Salaries                                       2,000           --
  Notes Payable                                         25,000        15,000
                                                   -----------   -----------
   Total Current Liabilities                            31,742        16,000
                                                   -----------   -----------
STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $0.001 par value:
  5,000,000 shares authorized, -0- shares
  issued and outstanding                                   --            --
 Common stock, $0.001 par value,
  250,000,000 shares authorized, 23,000,000
  shares issued and outstanding                         23,000        23,000
 Additional paid-in capital                            (18,550)      (18,550)
 Deficit accumulated during the development stage      (25,858)      (14,747)
                                                   -----------   -----------
  Total Stockholders' Equity (Deficit)                 (21,408)      (10,297)
                                                   -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)                                         $    10,334   $     5,703
                                                   ===========   ===========
</TABLE>

Note: The Balance Sheet of May 31, 2000, was taken from the audited financial
statements at that date and condensed.

The accompanying notes are an integral part of these unaudited condensed
financial statements

                                                                        5
<PAGE>
<TABLE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)
                           Statements of Operations
                                  (Unaudited)
<CAPTION>
                                             For the Three            For the Nine          From Inception
                                             Months Ended             Months Ended           on June 25,
                                             February 28,             February 28,          1996 Through
                                       ------------------------  ------------------------    February 28,
                                          2001         2000         2001         2000            2001
                                       -----------  -----------  -----------  -----------  ----------------
<S>                                    <C>          <C>          <C>          <C>          <C>
NET SALES:                             $      --    $      --    $      44    $      --    $           44
                                       -----------  -----------  -----------  -----------  ----------------
COST OF SALES:                         $      --    $      --    $      23    $      --    $           23
                                       -----------  -----------  -----------  -----------  ----------------
GROSS MARGIN:                          $      --    $      --    $      21    $      --    $           21
                                       -----------  -----------  -----------  -----------  ----------------
EXPENSES:
  General and administrative               1,916        3,326        6,447       10,896            20,194
  Depreciation expense                       249           --          693           --               693
  Rental expense                             200           --          200           --               200
  Salary expense                           2,000           --        2,000           --             2,000
                                       -----------  -----------  -----------  -----------  ----------------
     Total Expenses                        4,365        3,326        9,341       10,896            23,088
                                       -----------  -----------  -----------  -----------  ----------------
LOSS FROM OPERATIONS                      (4,365)      (3,326)      (9,320)     (10,896)          (23,067)
                                       -----------  -----------  -----------  -----------  ----------------
OTHER (EXPENSE):
  Interest expense                          (625)        (292)      (1,792)        (625)           (2,792)
                                       -----------  -----------  -----------  -----------  ----------------
     Total Other (Expense)                  (625)        (292)      (1,792)        (625)           (2,792)
                                       -----------  -----------  -----------  -----------  ----------------
NET LOSS                               $  (4,990)   $  (3,618)   $ (11,111)   $ (11,521)   $      (25,858)
                                       ===========  ===========  ===========  ===========  ================
BASIC LOSS PER SHARE                   $    (.00)   $    (.00)   $    (.00)   $    (.00)   $         (.00)
                                       ===========  ===========  ===========  ===========  ================
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                  23,000,000  22,000,000   23,000,000   22,000,000
                                       ===========  ===========  ===========  ===========
</TABLE>

The accompanying notes are an integral part of these unaudited condensed
financial statements

                                                                         6
<PAGE>
<TABLE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                  (Unaudited)
<CAPTION>
                                                                                  From
                                                            For the            Inception on
                                                        Nine Months Ended        June 25,
                                                          February 28,         1996 Through
                                                   --------------------------  February 28
                                                       2001          2000          2001
                                                   ------------  ------------  ------------
<S>                                                <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                         $   (11,111)  $   (11,521)  $   (25,858)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
     Common stock issued for services                      --            --          2,200
     Depreciation expense                                  693           --            693
  Change in operating assets and liabilities:
     Decrease (increase) in inventory                   (1,666)          --         (1,666)
     Decrease (increase) in note receivable             (3,269)          --         (3,269)
     Increase (decrease) in accounts payable             1,751           --          1,751
     Increase (decrease) in accrued expenses             3,992           625         4,992
                                                   ------------  ------------  ------------
        Net Cash Used by Operating Activities           (9,610)      (10,896)      (21,157)
                                                   ------------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment                                 (3,828)          --         (3,828)
                                                   ------------  ------------  ------------
        Net Cash Used by Investing Activities           (3,828)          --         (3,828)
                                                   ------------  ------------  ------------
CASH FLOWS FORM FINANCING ACTIVITIES

  Proceeds from note payable                            10,000        10,000        25,000
                                                   ------------  ------------  ------------
        Net Cash Provided by Financing Activities       10,000        10,000        25,000
                                                   ------------  ------------  ------------
NET INCREASE (DECREASE) IN CASH                         (3,438)         (896)           15

CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD                                                  3,453         4,745           --
                                                   ------------  ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $        15   $     3,849   $        15
                                                   ============  ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Interest paid                                    $      --     $      --     $      --
  Income taxes paid                                $      --     $      --     $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services                 $      --     $      --     $    2,200
  Common stock issued for assets                   $      --     $      --     $    2,250

</TABLE>

The accompanying notes are an integral part of these unaudited condensed
financial statements

                                                                         7
<PAGE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)

               Notes to Unaudited Condensed Financial Statements
                       February 28, 2001 and May 31, 2000


NOTE 1 - NATURE OF ORGANIZATION

     The financial statements presented are those of TK Originals, Inc. (the
     Company).  The Company was organized under the laws of the State of
     Nevada on June 25, 1996.  Effective May 31, 2000, the Company's primary
     plan of operations is to design, manufacture and sell specialty
     children's clothing and accessories.  Items are expected to include both
     formal and informal shirts, pants, blouses and jackets for infants and
     children up to approximately size eight.  Accessories are expected to
     include, among other things crib sheets, quilts, diaper stacks, bumper
     pads, bibs and plush toys for infants.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Accounting Method

     The financial statements are prepared using the accrual method of
     accounting.  The Company has elected a May 31 year end.

     b.  Provision for Taxes

     At February 28, 2001, the Company has net operating loss carryforwards of
     approximately $25,500 that may be offset against future taxable income
     through 2020.  No tax benefit has been reported in the financial
     statements because the Company believes there is a 50% or greater chance
     the carryforwards will expire unused.  Accordingly, the potential tax
     benefits of the loss carryforwards are offset by a valuation allowance
     of the same amount.

     c.  Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities
     and disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

     d.  Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
     three months or less when purchased to be cash equivalents.



                                                                         8
<PAGE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)

               Notes to Unaudited Condensed Financial Statements
                       February 28, 2001 and May 31, 2000


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e.  Basic Loss Per Share

<TABLE>
     The computation of basic loss per share of common stock is based on the
     weighted average number of shares outstanding during the period of the
     financial statements.
<CAPTION>
                                                 For the Nine Months Ended
                                                       February 28,
                                                ----------------------------
                                                     2001           2000
                                                -------------  -------------
<S>                                             <C>            <C>
      Numerator - loss                          $    (11,111)  $    (11,521)
      Denominator - weighted average number of
       shares outstanding                         23,000,000     22,000,000
                                                -------------  -------------

      Loss per share                            $      (0.00)  $      (0.00)
                                                =============  =============
</TABLE>

     f.  Unaudited Financial Statements

     The accompanying unaudited financial statements include all of the
     adjustments which, in the opinion of management, are necessary for a
     fair presentation.  Such adjustments are of a normal recurring nature.

NOTE 3 - GOING CONCERN

     The Company's financial statements are prepared using generally accepted
     accounting principles applicable to a going concern which contemplates
     the realization of assets and liquidation of liabilities in the normal
     course of business.  The Company has not yet established an ongoing
     source of revenues sufficient to cover its operating costs and allow it
     to continue as a going concern.  The ability of the Company to continue
     as a going concern is dependent on the Company obtaining adequate
     capital to fund operating losses until it becomes profitable.  If the
     Company is unable to obtain adequate capital, it could be forced to
     cease operations.

     In order to continue as a going concern, develop a reliable source of
     revenues, and achieve a profitable level of operations, the Company will
     need, among other things, additional capital resources.  Management
     intends to develop revenues through the sale of children's clothing and
     raising additional capital through sales of common stock, the proceeds
     of which would be used to pay operating costs of the Company.  Until
     that happens, management's plans to continue as a going concern.
     However, management cannot provide any assurances that the Company will
     be successful in accomplishing any of its plans.


                                                                        9
<PAGE>
                               TK ORIGINALS, INC.
                         (A Development Stage Company)

               Notes to Unaudited Condensed Financial Statements
                       February 28, 2001 and May 31, 2000


NOTE 3 - GOING CONCERN (Continued)

     The ability of the Company to continue as a going concern is dependent
     upon its ability to successfully accomplish the plans described in the
     preceding paragraph and eventually secure other sources of financing and
     attain profitable operations.  The accompanying financial statements do
     not include any adjustments that might be necessary if the Company is
     unable to continue as a going concern.

NOTE 4 - FORWARD STOCK SPLITS

     On March 10, 1999, the Company approved a 100-for-1 forward stock split
     and on January 10, 2000, the Company approved a 10-for-1 forward stock
     split.  The forward stock splits are reflected on a retroactive basis.

NOTE 5 - NOTES PAYABLE

     As of February 28, 2001, the Company owed a third party $5,000,
     $10,000 and $10,000, respectively.  The first two notes, in the amounts
     of $5,000 and $10,000, are due upon demand and will accrue interest at
     10% per annum.  The third note in the amount of $10,000 including any
     accrued interest is due in full on June 30, 2001.  The notes are
     unsecured.

NOTE 6 - FIXED ASSETS

     On May 31, 2000, the Company issued 1,000,000 shares of common stock for
     fixed assets valued at $2,250.  The fixed assets will be depreciated
     over a seven-year life using the straight-line method of depreciation.

<TABLE>
      Fixed assets consist of the following:
<CAPTION>
                                                 February 28,     May 31,
                                                    2001           2000
                                                -------------  -------------
<S>                                             <C>            <C>
                                                 (Unaudited)
      Equipment                                 $      6,078   $      2,250

      Less: accumulated depreciation                    (693)           --
                                                -------------  -------------
                                                $      5,384   $      2,250
                                                =============  =============
</TABLE>
NOTE 7 - NOTE RECEIVABLE - RELATED PARTY

     The Company loaned a shareholder $3,269.  It is due on demand and does
     not bear interest.

NOTE 8 - RENTAL AND SALARY EXPENSES

     Beginning January 2001, the Company is accruing $100 per month in rental
expenses, which includes all basic utilities.  Additionally, the Company is
accruing $1,000 per month in salary expenses to its sole/officer/director.


                                                                        10
<PAGE>
---------------------------------------------------------------------------
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------------------------


Results of Operations

        ***************************************************************
              Nine Month Periods Ended February 28, 2001 and 2000
             Three Month Periods Ended February 28, 2001 and 2000
         and from Inception on June 25, 1996 through February 28, 2001
        ***************************************************************

     General and administrative expenses for the above mentioned periods
consisted of general corporate administration, legal and professional
expenses, and accounting and auditing costs and advertising.  These expenses
were $6,447 for the nine month period ended February 28, 2001 as compared to
$10,896 for the same period in 2000, $1,916 for the three month period ended
February 28, 2001 as compared to $3,326 for the same period in 2000, and
$20,194 from Inception on June 25, 1996 through February 28, 2001.  The
Company incurred additional expenses during the nine and three month periods
ended February 28, 2001 because the Company had implemented a new business
plan and additional general and administrative expenses were incurred.

     Interest expense in the nine month periods ended February 28, 2001 and
2000, in the three month periods ended February 28, 2001 and 2000 and from
Inception on June 25, 1996 through February 28, 2001 was $1,792, $625, $625,
$292 and $2,792 respectively.  Interest expense is on three separate notes
payable to a third party in the principal amounts of $5,000, $10,000 and
$10,000, respectively.  The first two notes, in the amounts of $5,000 and
$10,000, are due upon demand and will accrue interest at 10% per annum.  The
third note in the amount of $10,000 including any accrued interest is due in
full on June 30, 2001.  The notes are unsecured.

     As a result of the foregoing factors, the Company realized a net loss of
$11,111 for the nine months ended February 28, 2001 as compared to $11,521 for
the same period in 2000.  The Company realized a net loss of $4,990 for the
three months ended February 28, 2001 as compared to $3,618 for the same period
in 2000.  The Company realized a net loss of $2,792 for the period from
Inception on June 25, 1996 through February 28, 2001.

        ***************************************************************
                   Fiscal Years Ended May 31, 2000 and 1999
            and from Inception on June 25, 1996 through May 31, 2000
                                  (AUDITED)
        ***************************************************************

     The Company had no revenues for the fiscal years ended May 31, 2000 and
1999 or from inception on June 25, 1996 through May 31, 2000.  The Company
incurred $12,292 in net operating losses for the fiscal year ended May 31,
2000 as compared to $255 in net operating losses for the fiscal year ended
May 31, 1999 and $14,747 from inception on June 25, 1996 through May 31,
2000.

     The net operating loss for all periods resulted primarily from general
and administrative expenses and interest expense.  The net loss per share for
each period was $0.00 per share.

                                                                        11
<PAGE>
     For the current fiscal year, the Company anticipates incurring a loss as
a result of legal and accounting expenses, expenses associated with
registration under the Securities Exchange Act of 1934, as amended, and
expenses associated with its plan of operations, as described herein.


Liquidity and Capital Resources

     The Company remains in the development stage and, since inception, has
had minimal revenues.  At February 28, 2001, the Company had current assets of
$4,950 and current liabilities of $31,742 for a working capital deficit of
$26,792.  The Company had cash in the amount of $15.  All cash held by the
Company to date has come from three loans to the Company by a third party.
These notes payable were outstanding in the amounts of $5,000, $10,000 and
$10,000, respectively.  As mentioned, the first two notes are due upon demand
and accrue interest at 10% per annum.  The third note including any accrued
interest is due in full on June 30, 2001.  The funds were loaned to the
Company to fund its revival, to finance it in becoming a reporting company
under the Securities Exchange Act of 1934 and to pay general administrative
expenses.

     During the period from Inception through the Company's year end May 31,
2000, the Company engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended.  No revenues were earned by the Company during this period.

     During the Company's first quarter ending August 31, 2000, the Company
engaged in minor operations related to its new business plan of designing,
manufacturing and marketing children's clothing products.  However, most of
the activities in this period were developmental, including acquiring
inventory, placing ads, preparing designs and introducing the Company to
prospective customers.  No revenues were earned by the Company during this
period.

     During the Company's second quarter ending November 30, 2000, the
Company engaged in minor operations related to its new business plan of
designing, manufacturing and marketing children's clothing products.  However,
most of the activities in this period were still developmental, including
acquiring inventory, placing ads, preparing designs and introducing the
Company to prospective customers.  Only $44 in revenues were earned by the
Company during this period.

     During the Company's third quarter ending February 28, 2001, the Company
engaged in the same operations.  No revenues were earned by the Company during
this period.  Beginning January 2001, the Company has chosen to pay the
Company's sole officer/director/employee a salary of $1,000 per month, a
rental expense of $100 per month, which includes all basic utilities.  These
expenses shall accrue until such time as the Company has what management
decides is adequate resources to pay these expenses.  Additionally, as the
Company grows, it will have to pay for these services from independent
parties.

     The Company has continued to incur losses and has incurred operating
expenses since inception through the period ended February 28, 2001 of
$25,879.  Of this amount, interest expense amounted to $2,792, general and
administrative expenses amounted to $20,194, depreciation expenses amounted
to $693, rental expenses amounted to $200 and salary expenses amounted to
$2,000.  The net loss on operations for the nine month period ended February
28, 2001 was $11,111.  Such losses will continue unless revenues and business
can be acquired by the Company.  There is no assurance that revenues or
profitability will ever be achieved by the Company.


                                                                        12
<PAGE>
Plan of Operations

     The Company's primary plan of operations is to design, manufacture and
sell specialty children's clothing and accessories.  Items are expected to
include both formal and informal shirts, pants, blouses and jackets for
infants and children up to approximately size eight.  Accessories are expected
to include, among other things, crib sheets, quilts, diapers stacks, bumper
pads, bibs and plush toys for infants.

     For the remainder of the fiscal year, the Company's activities will
continue to be developmental and will include acquiring inventory and
equipment, preparing designs, prospecting potential customers and preparing a
limited quantity of clothing items for sale.  The Company will continue to
rely exclusively on the efforts of its president and sole director who is the
Company's only employee and who is only devoting part time to the Company's
operations.

     Through December 2000, the Company did not allocate any charges for rent.
Beginning January 2001, the Company has chosen to accrue an expense of $100
per month for rent, which includes all basic utilities.  The Company will
continue to maintain operations at this location until management believes
that the Company's revenues and financial resources justify a move to an
alternative location.  If such a move is required, the Company believes that
there is an adequate supply of office/warehouse/retail space in Salt Lake
County, Utah meeting the Company's anticipated needs for the foreseeable
future.  Initially, the Company expects that it will lease rather then
purchase such property in order to allocate its resources specifically to its
operations.

     Also beginning January 2001, the Company has chosen to pay the Company's
sole officer/director/employee a salary of $1,000 per month.  This expense
shall also accrue until such time as the Company has what management decides
is adequate resources to pay the expense.

     The Company may attempt to employ additional personnel if it is able to
generate revenues or obtain additional financing.  The Company expects to hire
several additional personnel in manufacturing and marketing during the next 12
months.  However, there is no assurance that the services of such persons will
be available or that they can be obtained upon terms acceptable to the
Company.

     Management does not expect any significant sales for the remainder of the
year.  Further, management believes that with limited sales and what the
Company currently has in cash, the Company may not have sufficient cash to
meet the anticipated needs of the Company's operations through the next fiscal
quarter.  The Company is forecasting that its expenses are less then $1,000
per month.  However, there can be no assurances that expenses will not
increase and become greater then its cash flow, as the Company had only $44
in revenues through February 28, 2001.  In the event the Company requires
additional funds, the Company will have to seek loans or equity placements to
cover such cash needs.  There is no assurance additional capital will be
available to the Company on acceptable terms.

     No commitments to provide additional funds have been made by management
or other stockholders.  Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.

     Irrespective of whether the Company's cash assets prove to be adequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuance of stock in lieu of cash.


                                                                        13
<PAGE>
     For more information about the Company's Plan of Operations, see the
Company's Annual Report on Form 10-KSB filed with the U. S. Securities and
Exchange Commission for the fiscal year ending May 31, 2000.


                                   PART II

---------------------------------------------------------------------------
ITEM 1.   LEGAL PROCEEDINGS
---------------------------------------------------------------------------

     The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the
Company have been threatened.


---------------------------------------------------------------------------
ITEM 2.   CHANGES IN SECURITIES
---------------------------------------------------------------------------

     Not Applicable.


---------------------------------------------------------------------------
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
---------------------------------------------------------------------------

     Not Applicable.


---------------------------------------------------------------------------
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------------------------------

     Not Applicable.


---------------------------------------------------------------------------
ITEM 5.   OTHER INFORMATION
---------------------------------------------------------------------------

     Beginning January 2001, the Company has chosen to pay the sole
officer/director/employee of the Company a salary of $1,000 per month and a
rental expense of $100 per month, which includes all basic utilities.  These
expenses shall accrue until such time as the Company has what management
decides is adequate resources to pay these expenses.  Additionally, as the
Company grows, it will have to pay for these services from independent
parties.


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ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
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(a)  Exhibits.  Exhibits required to be attached by Item 601 of Regulation
     S-B are listed in the Index to Exhibits beginning on page 16 of this Form
     10-QSB, which is incorporated herein by reference.

(b)  Reports on Form 8-K.  No reports on Form 8-K have been filed during the
     last quarter of the period covered by this report.


                                                                        14
<PAGE>
---------------------------------------------------------------------------
SIGNATURES
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     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed by the undersigned, thereunto duly
authorized


Dated:  04/20/2001
       ---------------------
                                 TK ORIGINALS, INC.


                                   /S/ TRACY HERNANDEZ
                                 -------------------------------------
                                 Tracy Hernandez, President


     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dated indicated.

Dated:  04/20/2001
       ---------------------


                                   /S/  TRACY HERNANDEZ
                                 -------------------------------------
                                 Tracy Hernandez, President, Secretary,
                                                   Treasurer and Director






                                                                        15
<PAGE>
                               INDEX TO EXHIBITS
                              ---------------------
SEC Ref    Page
No.        No.      Description
-------    ----     -----------
2          ***      Asset Acquisition Agreement dated May 31, 2000 between
                    the Company and Tracy Hernandez.

3(i)(a)    *        Articles of Incorporation of the Company, filed with
                    the State of Nevada on June 25, 1996.

3(i)(b)    *        Certificate of Amendment of Articles of Incorporation,
                    filed with the State of Nevada on April 26, 1999.

3(i)(c)    *        Certificate of Amendment of Articles of Incorporation,
                    filed with the State of Nevada on August 19, 1999.

3(i)(d)    **       Certificate of Amendment of Articles of Incorporation,
                    filed with the State of Nevada on January 10, 2000.

3(i)(e)    ****     Certificate of Amendment of Articles of Incorporation,
                    filed with the State of Nevada on July 25, 2000, but
                    effective August 14, 2000.

3(ii)      *        Bylaws of the Company.

10(a)      **       Promissory Note dated April 1, 1999 executed by the
                    Company.

10(b)      **       Promissory Note dated January 1, 2000 executed by the
                    Company.

10(c)(i)   ****     Promissory Note dated June 15, 2000 executed by the
                    Company.

10(c)(ii)  *****    Amended June 15, 2000 Promissory Note executed by the
                    Company, containing a date of July 1, 2000.

10(d)      ****     Stock Option dated May 31, 2000 between Kari
                    Cunningham and Tracy Hernandez.


*****      The listed exhibits are incorporated herein by this reference to
           the Quarterly Report on Form 10-QSB for the quarter ended August
           31, 2000, filed by the Company with the Securities and Exchange
           Commission on October 20, 2000.

****       The listed exhibits are incorporated herein by this reference to
           the Annual Report on Form 10-KSB for the year ended May 31, 2000,
           filed by the Company with the Securities and Exchange Commission
           on August 28, 2000.

***        The listed exhibits are incorporated herein by this reference to
           the Current Report on Form 8-K, filed by the Company with the
           Securities and Exchange Commission on June 16, 2000.

**         The listed exhibits are incorporated herein by this reference to
           the Quarterly Report on Form 10-QSB for the quarter ended November
           30, 1999, filed by the Company with the Securities and Exchange
           Commission on January 13, 2000.

*          The listed exhibits are incorporated herein by this reference to
           the Registration Statement on Form 10-SB, filed by the Company
           with the Securities and Exchange Commission on August 6, 1999.
                                                                        16