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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2006

[]
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the transition period from ______ to _______

Commission file number: 333-124872

FITMEDIA INC.(Name of
small business issuer in its charter)

|Delaware                                         | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Suite 304B                                       |                                     
|338 West 8th Avenue                              |                                     
|Vancouver, British Columbia                      | V5Y 3X2                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number 604-723-0924

Securities registered under Section 12(b) of the Exchange
Act:None.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock.

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 shorter period that the registrant as required to file such reports), and
  (2) has been subject to 
  such filing requirements for the past 90 days. Yes [ x ]No []

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B 
  contained in this form, and no disclosure will be contained, to the best of
  registrants knowledge, 
  in definitive proxy or information statements incorporated by reference in Part
  III of this Form-
  10-KSB or any amendment to Form 10-KSB. []

Indicate by check mark whether the registrant is an accelerated
  filer (as defined in Rule 12b-2 of
  the Act). Yes []
  No [ x ]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of 
  the Act). Yes []
  No [ x ]

Issuers revenues for its most recent fiscal year:
$0.00

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Aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant at May 10, 2006 (computed by
reference to the last sale of common shares by the Issuer): $52,915

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Number of common shares outstanding at May 10, 2006: **23,740,404**

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TABLE OF CONTENTS

|Part I   |        
|-------- | -------
|         |        
|         | Item 1 
|         | Item 2 
|         | Item 3 
|         | Item 4 
|         |        
|         |        
|Part II  |        
|         |        
|         | Item 5 
|         | Item 6 
|         | Item 7 
|         | Item 8 
|         | Item 8A
|         | Item 8B
|         |        
|         |        
|PART III |        
|         |        
|         | Item 9 
|         | Item 10
|         | Item 11
|         | Item 12
|         | Item 13
|         | Item 14

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 1 

PART I

Item 1. Description of Business.

Currency

All currency references in this report are in US dollars unless
otherwise noted.

Introduction

We are Fitmedia Inc. (the Company, "Fitmedia", "we, our).
Our business objective is to produce, distribute and sell DVDs related to
exercise, healthy lifestyles and physical and mental fitness (the Fitness
DVDs) for use in peoples homes. We have one wholly-owned subsidiary, Green Tea
Productions, Inc., through which we intend to carry on production activities,
but which is currently inactive.

Since our inception on August 30, 2004, we have been developing
our business plan and identifying and developing ideas for the DVDs which we are
planning to produce. Since September 2004, we have intended to produce and
distribute fitness and nutrition instructional DVDs. We intend to generate
revenues through the sale of such fitness DVDs. As of January 2006, we had
identified the areas in which we intend to begin production of DVDs, which are
the areas of yoga and meditation (our First DVDs).

From September to December 2004, we gathered information on the
holistic, exercise, nutrition, exercise video, yoga and fitness industries and
reviewed fitness videos and DVDs produced by our competitors. From January to
May 2005, we developed our planned format for our First DVDs, including the
length and descriptions of various segments. During this time we also reviewed
resumes of potential fitness instructors to write or star in our planned DVDs as
well as reviewing resumes of potential production personnel, such as camera
operators, video editors, costume designers, lighting technicians, sound editors
and assistant directors.

Director, Producer, Writer and Talent for DVDs

On June 27, 2005, we concluded two agreements whereby Joelle
Lazar agreed to write and star in our First DVD, tentatively entitled,
Fitmedias Prenatal Yoga (the Prenatal Yoga DVD). Joelle Lazar is a teacher
of yoga, Eastern philosophy and meditation. She is a specialist in prenatal and
therapeutic yoga and a singer of traditional Indian music as a healing art. She
also writes articles on yoga, meditation, health and personal growth. For the
past year, Ms. Lazar has been the director of Our Town Yoga School. Ms.
Lazar has appeared on Good Morning Canada, a CTV production,
demonstrating a prenatal yoga class she designed to a national audience. She has
obtained certification to teach theory and practice of yoga at the International
Meditation Institute in Kullu, India.

The writer agreement between Joelle Lazar and Fitmedia requires
Ms. Lazar to prepare a treatment and full screenplay which is to include an
outline of 45 minutes of yoga poses suitable for pregnant women, and separate
segments for guided meditation, anatomy of breath and hand movements. As
compensation for Ms. Lazars writing services, Fitmedia has agreed to pay Ms.
Lazar $80 per hour, and a 5% royalty of Fitmedias profits from the DVD. On July
5, 2005, Ms. Lazar completed the development of the screenplay, and has been
paid $647 by Fitmedia for her writing services. The agreement assigns all
copyright in the screenplay to Fitmedia.

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 2 

The actor agreement between Joelle Lazar and Fitmedia dated
June 27, 2005 has been attached to this prospectus as Exhibit 10.3. The
agreement engages Ms. Lazar as the instructor and star of the Prenatal Yoga DVD.
The services to be provided by Ms. Lazar include on screen instructing and yoga
poses during principal photography, as well as extra dialogue work, trailors,
retakes and added scenes, if required. Fitmedia has agreed to pay Ms. Lazar fees
of $80 per hour for her on screen work, with no royalties.

Carrie Lazar entered into an agreement with Fitmedia on June
27, 2005 to also appear in the Prenatal Yoga DVD. Pursuant to the agreement,
Carrie Lazar agreed to appear on the DVD doing yoga poses as instructed on
screen by her sister, Joelle Lazar. The services to be provided by Carrie Lazar
include on screen instructing and yoga poses during principal photography, as
well as extra dialogue work, trailors, retakes and added scenes, if required.
Fitmedia has agreed to pay Carrie Lazar fees of $22 per hour for her on screen
work, with no royalties. Both Joelle Lazar and Carrie Lazar assigned all
intellectual property proceeds of their services to Fitmedia.

On June 28, 2005, Fitmedia entered into an agreement with
Timothy Crottey, our President, to act as director and producer for the Prenatal
DVD. The agreement is included in this prospectus as Exhibit 10.5. Mr. Crottey
agreed to accept $400 in full payment for his services, with no royalty rights,
and agreed to assign all intellectual property rights in the Prenatal Yoga DVD
to Fitmedia. Mr. Crottey has no experience as a director or producer, but he has
been studying Communications at Simon Fraser University in Burnaby, British
Columbia for several years, and he has taken several courses in media and
editing.

Production

Principal photography has been completed on the Prenatal Yoga
DVD. The photography took place in Vancouver, British Columbia on July 5, 2005
and August 9, 2005. Joelle and Carrie Lazar both starred on screen and Tim
Crottey directed. We also had several camera operators who were hired for each
day, and we rented cameras and sound recording equipment. Tim Crottey intends to
oversee the editing process, which is expected to take several months. We intend
to begin filming our next DVD after completion of the Prenatal Yoga DVD.

Our intention is to complete post-production on the Prenatal
Yoga DVD and our other planned DVDs by hiring independent contractors to act as
production and post production personnel, writers and performers in our planned
DVDs.

The Holistic and Fitness Industries

According to Astrid Lange at Torstar News Service, the
estimated value of the fitness industry is $1.3 billion in Canada and $17
billion in the U.S. Every year, 45 million Americans diet and spend a whopping
$32 billion a year trying to take off the extra pounds, according to the
American Obesity Association. That amount includes money spent on diet soda and
food, artificially sweetened products, appetite suppressants, diet books, videos
and cassettes, fitness clubs and medically supervised weight loss programs. In
addition, other aspects of healthy living such as sports nutrition products,
spas and health clubs are generating increasing revenues. For example, the
Boston-based International Health, Racquet & Sportsclub Association
estimates that the total number of commercial health clubs and fitness centers
in the U.S. now exceeds 23,500 and the industry posted a robust 14.1 billion in
revenue in 2003, reflecting a nearly 8% increase over 2002.

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 3 

One aspect of healthy living that is growing fast is holistic
living. Holistic living, the practice of maintaining and improving health in
which physical, mental, and social factors are taken into account, means
different things to different people. It includes elements of the individuals
personal life such as health and fitness, culture and entertainment,
interactions with our world and the environment, and spirituality. The
popularity of holistic living is on the rise, as demonstrated by the increase in
the practice of yoga, a system of spiritual and physical exercises which help
control the body and mind and encourage health and well-being. According to the
Yoga Research and Information Centre, in 2003, 18 million Americans practiced
yoga three times a week, up from only 3 million Americans practicing yoga in
1993, and in 2003 over $27 billion was spent on yoga tapes, videos, racer-back
tops and other yoga paraphernalia in the U.S. A search on Amazon.com for yoga
books and tapes yields more than 2,000 hits. The Yoga Journal, which had 50,000
readers in 1990, is up to half a million.

The Instructional DVD and Video Industry

The instructional DVD industry is highly competitive. According
to Neilsen media research, DVD fitness titles sales rated by Neilsen VideoScan
reported in March 2004 that DVD represented 51% of the sales for the top 30
fitness titles. DVD interactive format has eclipsed the VHS format of fitness
title sales.

The U.S. fitness industry if fuelled by fads that have enormous
economic impact. Over the past few years, the most popular fitness DVD titles
have related to pilates and yoga. USA today reported that according to Video
Store Magazine Market Research the top 10 selling DVD fitness titles of 2003. 1
in the top ten is Leslie Sansone: Walk Away the Pounds: (168,000 Units). #2 The
Method Pilates Target Specific: (150,000 Units) #3 The Method Pilates: (120,000
Units) #4 Pilates Conditioning for Weight Loss: (117,000 Units) #5 Pilates for
Dummies: (168,000 Units) #6 Crunch: Pick Your Spot Pilates: (105,000 Units) #7
Darrins Dance Grooves: (91,000 Units) #8 Cheer: (80,000 Units) #9 The Firm:
Total Body Super Cardio Mix: (73,000 Units) #10 Yoga Conditioning for Weigh
Loss: (72,000 Units).

Our Products and Services

We intend to capitalize on the growing industries of diet,
fitness and holistic living by producing fitness DVDs which are exciting,
motivating and fun. We intend to create quality exercise and fitness DVDs, which
we hope to do by working with skilled production, fitness and media personnel.
Fitmedia intends to only produce media in the DVD format.

DVD is short for digital versatile disc or digital video disc,
a type of optical disk technology similar to the CD-ROM. A DVD holds a minimum
of 4.7GB of data, enough for a full-length movie. DVDs are commonly used as a
medium for digital representation of movies and other multimedia presentations
that combine sound with graphics.

The DVD specification supports disks with capacities of from
4.7GB to 17GB and access rates of 600KBps to 1.3 Mbps. One of the best features
of DVD drives is that they are backward-compatible with CD-ROMs, meaning they
can play old CD-ROMs, CD-I disks, and video CDs, as well as new DVD-ROMs. Newer
DVD players can also read CD-R disks.

We intend to produce as our First DVDs, DVDs covering the
following topics:

- Yoga for Seniors
- Pre-Natal Yoga
- Yoga for Kids

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 4 

- Meditation and Relaxation

Yoga is a form of exercise that takes into account the
interrelationship between body and mind, and is a method that combines movements
that benefit physical health with breathing and meditation techniques that help
ensure peace of mind. We have chosen these topics, with a focus on yoga, because
we believe we will be able to produce these DVDs at a lower cost than other
topics such as Pilates, which may require specialized equipment. Pilates, for
example, is a system of physical exercise involving controlled movements,
stretching and breathing, performed on specifically designed exercise apparatus
and supervised by extensively trained teachers. The DVDs we intend to produce
will be the types of programs in which viewers exercise along with an instructor
on the DVD program. In some cases, our DVDs will also contain supplementary
information on other topics, such as nutrition. We have also identified topics
which we believe will appeal to a niche target market and therefore provide us
with a smaller, more focused market to market our products to. Each of our DVDs
is planned to contain between 45 and 90 minutes of digital video, including
several segments. We plan to include in each an introduction, as well as
segments on nutrition and relaxation and overall health. Our first planned DVD
topic is Yoga for Seniors, for which we plan to begin filming in Summer 2005. In
addition to fully producing Yoga for Seniors, we intend to design and produce
the packaging for the DVD. Although we do not have any employees, we intend to
oversee production of our DVDs, as well as the design and production of the
packaging through independent contractors that we intend to hire.

Other DVD topics we are considering producing in the future
include:

- Yoga for Kids
- Workout for the every day Senior
- Pilates for Beginners
- Pilates for your Home
- Pole Dancing
- Advanced Pole Dancing
- Isometrics for a Tone Lean Body

We intend to gauge the success (or failure) of our ability to
generate revenues from sales of our First DVDs before we finalize our production
plans for further DVDs.

Our Distribution Methods

We currently have no share in the market for fitness DVDs. We
plan to sell fitness DVDs through the following channels:

| | 1. | chain stores, large, big box distributors and other
      smaller retailers;                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | smaller retailers that may be more interested in local
      content, beginning with retailers in and around Vancouver, British
      Columbia;               
| | 3. | our Internet site www.fitmedia.net, which we intend to develop so
      that it can handle ecommerce transactions;                                            
| | 4. | shopping websites, such as ebay.com and Yahoo! Shopping;
      and                                                                                            
| | 5. | distributors of documentary or other media that handle
      sales in particular English speaking territories, such as the United
      Kingdom and Australia.

We have not yet entered into any agreement with any retail or
other type of company for the distribution of our intended DVDs and we can not
guarantee that we will be successful in doing so.

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 5 

New Products and Services

The next fitness DVD we intend to produce is on the topic Yoga
for Kids. Our goal is to complete principal photography on the Yoga for Kids DVD
by the end of July 2006 and to have all post production completed by Fall 2006.
We intend to have completed a total of three DVDs by the end of 2006. These will
be: Pre-Natal Yoga, Yoga for Kids, and Meditation and Relaxation.

Our Competitive Position

Our fitness DVD sales business will face competition from the
many companies that already sell fitness DVDs in those chain stores and through
smaller retailers and on their own Internet sites or shopping websites such as
ebay.com and Yahoo! Shopping. Many of our competitors who produce fitness DVDs
will have greater financial and other resources than we do and will be able to
promote their products to a greater extent than we will and perhaps have
celebrity endorsements or participation that will enable them to attract more
buyers. In addition, competing production companies may be able to obtain more
or better DVD content and have better promotional campaigns. Also, the extent to
which consumers choose to exercise in fitness centers or in other manners
without the aid of DVDs may reduce our sales, reduce our gross margins, increase
our operating expenses and decrease our profit margins.

Although we are entering a market that already contains many
experienced companies with greater resources, we believe that we may still be
able to compete in the market. We believe that there is room in the marketplace
for original fitness DVDs that offer new information and types of exercise that
are specifically targeted to groups of people or to people with specific
interests. This belief is based on informal research that our management has
done on the types of fitness DVDs available for purchase on the Internet and in
other locations, compared to discussions with approximately 30 people from
various backgrounds and of different demographics regarding the types of fitness
DVDs that might appeal to them. We plan to produce and sell fitness DVDs to
those niche markets.

Sources and Availability of Raw Materials

As of the date of this prospectus, we have no need for raw
materials or suppliers.

Customer Base

As of the date of this prospectus, we have no customers. If we
are able to establish a customer base in the future, we may become dependent on
a few major customers.

Intellectual Property

We own the copyright in the website www.fitmedia.net. We intend to own copyright in all
DVDs we produce and we intend to apply for trademark protection for all of the
titles of our DVDs.

Legislation and Government Regulation

Laws and regulations directly applicable to Internet
communications, commerce and advertising are becoming more prevalent. Because
Fitmedia intends to sell its DVDs through the Internet as one of its methods of
distribution, Fitmedia will be subject to rules and regulations around the world
which effect the business of the Internet. Also, because Fitmedia carries on
business in Canada, it is subject to laws regarding employment, taxes and other
regulatory issues for its Canadian operations.

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 6 

Environmental Law Compliance

To the extent which environmental compliance may be necessary,
we do not anticipate any significant compliance expense.

Employees

As of May 11, 2006, we have no part time or full time
employees. We have one contractor who works part time on a regular basis: our
President, Timothy J. Crottey. Mr. Crottey devotes approximately 25 hours a week
to Fitmedia.

We currently engage independent contractors in the areas of
marketing, web design, accounting, sales, business development and legal
services. Once we begin filming our Fitness DVDs, we plan to engage independent
contractors in the areas of camera operators, yoga and other fitness experts,
production assistants, directors, editors, and packaging design.

Item 2. Description of Property.

Our offices and studio are in rented premises located at
304B-338 West 8th Avenue and consist of approximately 300 square feet
on the top half of a loft office. The bottom of the loft office is a common area
and in the common area we have access to fax services. Our current studio is
sufficient for our business purposes. Many independent contractors work from
home and we intend to shoot the photography for our DVDs in various locations.
For example, most of the photography for our Prenatal Yoga DVD took place at the
beach. We anticipate the in the future we may need to rent studio space for
limited periods of time to shoot the video photography for our planned DVDs. The
lease term for our offices is from October 1, 2004 to September 30, 2009. The
rent is $2,004 annually, payable for each year in advance within the first month
of each year. This amount includes Internet and fax services and all other
utilities except for telephone. We may cancel the lease at any time on one
months notice. The landlord may terminate lease on six months written notice to
Fitmedia, or on one month written notice to Fitmedia if the landlord has entered
into a binding contract for sale of the premises.

Item 3. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our common stock is currently not traded on any exchange.

As of May 10, 2006, there were 23,740,404 shares of our common
  shares outstanding, held by approximately 51 shareholders of record.

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 7 

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future.

Recent Sales of Unregistered Securities

There have been no recent sales of unregistered securities.

Use of Proceeds

On November 3, 2005, our Registration Statement on Form SB-2
dated October 20, 2005 was declared effective. The SB-2 registered 203,520
common shares to be sold by a direct offering and 670,000 common shares for sale
through a direct offering by our officers and directors at a price of $0.15. On
January 10, 2006 we raised $11,650 through the sale of 77,666 shares through
this offering. There were no underwriters involved in the offering. There were
no direct or indirect payments to directors, officers, affiliates or persons
owning more than 10% of the Company made in connection with issuance of the
shares sold in the direct offering. From November 3, 2005, the date of
effectiveness of the Form SB-2, to January 31, 2006, we did not incur any
expenses for the offering. Therefore, our net proceeds of our offering as of
January 31, 2006 was $11,650. As of January 31, 2006, we had not spent any of
the proceeds from our direct offering.

Item 6. Management's Discussion and Analysis or Plan of
Operation. Overview

We are a development stage company in the early stages of
developing fitness DVDs and a website through which we intend to sell the
fitness DVDs. We plan to sell DVDs principally through big box distributors and
others and we also plan to sell our fitness DVDs through our Internet site
www.fitmedia.net. We have not yet entered into
any agreements for the distribution of our planned DVDs.

We anticipate that our business will incur significant
operating losses in the future. At this time, we believe that our success
depends on our ability to complete development of our products and bring them to
market quickly.

Our existence is dependent upon management's ability to develop
profitable operations. Management anticipates Fitmedia will attain profitable
status and improve its liquidity through the continued developing of its
products and establishing a profitable market for our products and additional
equity investment in Fitmedia. We completed principal photography on our first
DVD, Prenatal Yoga, in Summer 2005, and we are currently in the process of
editing the DVD. Our plan is to complete and release the DVD by Spring 2006.

None of our DVD production activities are generating revenues
as yet.

In order to improve our liquidity, we are currently raising
money through a direct offering of securities registered on Form SB-2. There can
be no assurance we will be successful in its efforts to secure additional equity
financing. If we are unable to raise equity or obtain alternative financing, we
may not be able to continue operations with respect to the continued development
of fitness DVDs, the launch and operation of our website www.fitmedia.net and we may have to cease development
activities.

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 8 

If operations and cash flow improve through future financing
efforts, management believes that Fitmedia can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

We intend to spend approximately $40,000 over the course of the
next year, mainly in the areas of production, administration, legal, accounting
and marketing. However, if we are successful in raising more than $25,000 during
the next 12 months, we intend to increase our spending in the areas of
production and marketing, and the acquisition of production and editing
equipment (currently we own none) according to how much capital we are able to
raise.

Results of Operations

Revenues

We have not earned any revenues since our incorporation on
August 30, 2004. We intend to have our first DVD complete and ready for
distribution in 2006 and we hope to enter into distribution agreements and make
available for sale on our website our first DVD by Spring 2006. We therefore
expect to begin generating revenues in the spring or the summer of 2006.

Expenses

During the fiscal year ended January 31, 2006, we incurred
total expenses of $22,350. These expenses included $1,766 in director fees,
$5,719 in office and miscellaneous costs (including production expenses),
$12,694 in professional fees and $2,171 in rent. We expect to incur expenses of
between $2,500 and $15,000 for the production of each of our DVDs, plus between
$500 and $1,000 for package design for each DVD we have produced. After we have
produced several DVDs, we intend to increase our production costs to allow for
instructors and on screen performers with bigger marketing draw. If we increase
our production costs, we will also likely spend more on marketing and package
design.

Net Losses

Our net loss for our fiscal year ended January 31, 2006 was
($22,350). The loss was primarily due to auditor fees, director fees, production
fees and office expenses and a lack of revenue. We expect to continue to incur
losses for at least another two years. We hope to begin generating revenues from
the sale of our Prenatal Yoga DVD in 2006, but any revenues we are successful in
generating in 2006 we intend to apply to marketing expenses or to the production
expenses of further DVDs.

Liquidity and Capital Resources

As of January 31, 2006, we had cash and cash equivalents of
$14,640. We have been spending money on fitness DVD production and we intend to
begin to make financial investments in marketing and website development during
the next 12 months. We expect to incur substantial losses over the next two
years.

We estimate that our expenses over the next 12 months will be
approximately $40,000 as follows:

$13,000 in auditor and legal fees

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 9 

$ 1,000 to complete production and
package design for our first Fitness DVD $ 5,000 for the production costs of
our second Fitness DVD $ 2,500 in directors fees $ 3,000 general
administration expenses $ 7,000 duplication costs $ 2,500 in marketing
fees $ 6,000 for development of the second phase of our website

We need approximately an additional $25,360 to meet our capital
  requirements over the next 12 months. Our intention is to obtain this money
  through an offering of our common stock at a price of $0.15 per share. We recently
  registered on a Form SB-2 670,000 common shares for sale at a price of $0.15,
  and as of January 31, 2006 we had raised $11,650 through the sale of 77,666
  shares through this offering. Between January 31, 2006 and May 7, 2006, we raised
  an additional $8,882.70 through the issuance of 59,218 shares. If we are successful
  in selling the balance of all 533,116 shares we will raise proceeds of approximately
  $79,967. If we raise more than $25,360 over the next 12 months we will use the
  excess to develop new products or services. Once our website is developed and
  our first two DVDs are produced, we may seek additional financing of between
  $100,000 and $500,000 to develop further products and to launch our products
  into the market.

We plan to engage outside contractors and consultants who are
willing to be paid in stock rather than cash or a combination of stock and cash.
Expenses incurred which cannot be paid in stock, such as Auditors fees, will be
paid through cash. There are no assurances that we will be able to meet its
capital requirements or that its capital requirements will not increase. If we
are unable to raise necessary capital to meet its capital requirements, we may
not be able to develop its fitness DVDs or its website and it may never be able
to offer a product for sale to the public.

If we are able to expand in the future, and once our products
are ready for distribution, we will incur additional costs for personnel. In
order for us to attract and retain quality personnel, management anticipates it
will need to offer competitive salaries, issue common stock to consultants and
employees, and grant stock options to future employees. We anticipate that we
will need approximately $100,000 per year beginning in 2007 to pay salaries to
employees in working in the areas of marketing, sales and accounting.

Our independent certified public accountants stated in their
report dated April 27, 2006 that we have incurred operating losses from its
inception and that we are dependent upon its ability to meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about our ability to continue as a going concern.

Known Material Trends and Uncertainties

We intend to enter into agreement with fitness instructors to
act as writers or directors for the DVDs we intend to produce. In some
instances, we may be required to offer these fitness instructors a royalty
percentage of future sales. For example we have agreed to pay the writer, Joelle
Lazar, 5% of our profits from sales of our Prenatal Yoga DVD. We also anticipate
that we may offer royalties to performer who appears on screen in our DVDs.
Because we are trying to keep our production costs at a minimum, we may offer
royalty percentages of sales that are higher than the industry average. We
anticipate that we may owe as much as 10% of our gross revenues in royalties to
performers, writers or directors of our DVDs.

As of January 31, 2006, we have no off balance sheet
transactions that have or are reasonably likely to have a current or future
effect on our financial condition, changes in our financial

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 10 

condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

We believe that the above discussion contains a number of
forward-looking statements. Our actual results and our actual plan of operations
may differ materially from what is stated above. Factors which may cause our
actual results or our actual plan of operations to vary include, among other
things, decision of the board of directors not to pursue a specific course of
action based on a re-assessment of the facts or new facts, changes in the online
music sales or music distribution industry or general economic conditions.

Critical Accounting Policies

Our discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the US.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate these estimates. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We consider the following accounting policies to be both those
most important to the portrayal of our financial condition and that require the
most subjective judgment: Critical accounting policies identified are as
follows:

Investment in DVD Recordings

Investment in DVD recordings represent projects in progress and
the unamortized costs of programs and recordings which have been produced by the
Company or for which the Company has acquired a copyright interest or the rights
to future revenue. Such costs include development and production expenditures,
capitalized overhead and financing costs and other costs, which are expected to
benefit future periods. Under AICPA Statement of Position (SOP) No. 00-2
Accounting by Producers or Distributors of Films exploitation costs, including
advertising and marketing costs, are expensed as incurred.

Projects in progress include the costs of developing DVD
recordings. Such costs are capitalized and, upon completion of production, are
added to investment in DVD recordings. Advances or contributions received from
third parties to assist in development are deducted from these costs. Projects
in progress are written off at the earlier of the date determined not to be
recoverable or when projects in progress are abandoned.

Amortization is determined based on the ratio that current
gross revenues bear to management's estimate of total remaining ultimate gross
DVD revenue as of the beginning of the current fiscal year on a program by
program basis (the "individual DVD forecast method"). Revenue and DVD costs are
continually reviewed by management and revised when warranted by changing
conditions. When estimates of total revenues and costs indicate that a DVD
program will result in an ultimate loss, a reduction in the carrying value of
the investment is recognized to the extent that capitalized DVD costs exceed
estimated fair value. Such adjustments could have a material effect on the
results of operations in future periods.

---

 11 

Production financing provided by third parties that acquire
substantive equity participation is recorded as a reduction of costs of the
production.

Capitalized DVD costs are stated at the lower of unamortized
cost or estimated fair value on an individual DVD basis. Fair market value is
based on the discounted projected net cash flows. The determination of the
projected net cash flows and discount rates are subjective in nature and involve
uncertainties and matters of significant judgement by management.

The Company has produced one DVD recording to date, and at
January 31, 2006, has capitalized $3,632 in related costs. There is the
possibility that the Company will not be able to generate enough revenues to
recover the costs incurred to date in full. Accordingly, future results of
operations may be negatively impacted by the write off of these costs.

Item 7. Financial Statements.

Our Audited Consolidated Financial Statements as of January 31,
  2006 and January 31, 2005 and for the period from August 30, 2004 (Date of Inception)
  to January 31, 2006, and for the year ended January 31, 2006 and for the period
  from August 30, 2004 (Date of Inception) to January 31, 2005 follow as pages
  F-1 through F-10.

---



FitMedia Inc. 
  (A Development Stage Company)

January 31, 2006

|                                                        | Index
|------------------------------------------------------- | -----
|                                                        |      
|Report of Independent Registered Public Accounting Firm | F-1  
|                                                        |      
|Consolidated Balance Sheets                             | F-3  
|                                                        |      
|Consolidated Statements of Operations                   | F-4  
|                                                        |      
|Consolidated Statements of Cash Flows                   | F-5  
|                                                        |      
|Consolidated Statement of Stockholders Equity          | F-6  
|                                                        |      
|Notes to the Consolidated Financial Statements          | F-7  

F-i

---



Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
  FitMedia Inc. (A Development Stage Company)

We have audited the accompanying consolidated balance sheet of
  FitMedia Inc. (A Development Stage Company) as of January 31, 2006 and the related
  consolidated statements of operations, cash flows and stockholders' equity for
  the year then ended. These consolidated financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these consolidated financial statements based on our audit. The accompanying
  balance sheet of FitMedia Inc. (A Development Stage Company) as of January 31,
  2005 and the related statements of operations, cash flows and stockholders'
  equity for the period from August 30, 2004 (Date of Inception) to January 31,
  2005 were audited by other auditors in their report dated February 23, 2005.
  Those auditors expressed an unqualified opinion on those consolidated financial
  statements and included an explanatory paragraph describing the substantial
  doubt about the Company's ability to continue as a going concern.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provide
  a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  FitMedia Inc. (A Development Stage Company) as of January 31, 2006, and the
  results of its operations and its cash flows for the year then ended, in conformity
  with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in Note 1 to the consolidated financial statements, the Company has never generated
  any revenue and has incurred significant operating losses since inception. The
  Company will need additional equity/debt financing to sustain operations. These
  factors raise substantial doubt about the Companys ability to continue
  as a going concern. Managements plans in regard to these matters are also
  discussed in Note 1. The consolidated financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

April 27, 2006

F-1

---

|**MOORE STEPHENS 
      ELLIS FOSTER LTD.**CHARTERED
      ACCOUNTANTS
      1650 West 1st Avenue 
      Vancouver, BC Canada V6J 1G1 
      Telephone: (604) 737-8117 Facsimile: (604) 714-5916 
      Website: www.ellisfoster.com
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**To the Board of Directors and Stockholders of**

**FitMedia Inc.**
  (A development stage company)

We have audited the balance sheet of **FitMedia Inc.**
  (a development stage company) (“the Company”) as at January 31,
  2005 and the related statements of stockholders’ equity, operations and
  cash flows for the period from August 30, 2004 (inception) to January 31, 2005.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audit in accordance with standards of the Public
  Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audit provides a reasonable
  basis for our opinion.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of the Company as at January 31,
  2005 and the results of its operations and its cash flows for the period from
  August 30, 2004 (inception) to January 31, 2005 in conformity with generally
  accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1, the
  Company has not generated any revenue and has incurred start-up losses to date,
  realization of a major portion of the assets is dependent upon the Company’s
  ability to meet its future financing requirements, and the success of future
  operations. These factors raise substantial doubt about the Company’s
  ability to continue as a going concern. Management’s plans in regard to
  these matters are also described in Note 1. The financial statements do not
  include any adjustments that might result from the outcome of this uncertainty.

|Vancouver, Canada 
      February 23, 2005                                                                                                                                                               | *“MOORE STEPHENS ELLIS FOSTER LTD."*
      Chartered Accountants
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|                                                                                                                                                                                                         |                                                                 
|**MSEFA**
        *partnership of incorporated professionals*                                                                                                                                            |                                                                 
|*An independently
      owned and operated member of Moore Stephens North America Inc., a member
      of Moore Stephens International Limited
      - members in principal cities throughout the world*

F-2

---

FitMedia Inc. 
  (A Development Stage Company) 
  Consolidated Balance Sheets 
  (Expressed in US dollars)

|                                                                       |  | January 31, |   |  | January 31, |  
|---------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                       |  | 2006        |   |  | 2005        |  
|                                                                       |  | $           |   |  | $           |  
|                                                                       |  |             |   |  |             |  
|ASSETS                                                                 |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Current Assets                                                         |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Cash                                                                   |  | 14,640      |   |  | 14,945      |  
|Prepaid
      expenses                                                 |  | 185         |   |  | 1,503       |  
|                                                                       |  |             |   |  |             |  
|Total Current Assets                                                   |  | 14,825      |   |  | 16,448      |  
|                                                                       |  |             |   |  |             |  
|Investment in DVD
      Recordings (Note 4)                            |  | 3,632       |   |  |            |  
|                                                                       |  |             |   |  |             |  
|Total Assets                                                           |  | 18,457      |   |  | 16,448      |  
|                                                                       |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                   |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Current Liabilities                                                    |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Accounts payable                                                       |  | 4,089       |   |  |            |  
|Due to
      a related party (Note 3(a))                               |  | 9,000       |   |  | 280         |  
|                                                                       |  |             |   |  |             |  
|Total Liabilities                                                      |  | 13,089      |   |  | 280         |  
|                                                                       |  |             |   |  |             |  
|Contingencies and Commitments (Notes 1 and 6)                          |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Stockholders Equity                                                   |  |             |   |  |             |  
|                                                                       |  |             |   |  |             |  
|Preferred Stock: 20,000,000 shares authorized, $0.0001 par
      value |  |             |   |  |             |  
|Nil shares issued and outstanding                                      |  |            |   |  |            |  
|                                                                       |  |             |   |  |             |  
|Common Stock: 80,000,000 shares authorized,
      $0.0001 par value    |  |             |   |  |             |  
|23,681,186 and 23,603,520 shares issued and outstanding, respectively  |  | 2,368       |   |  | 2,360       |  
|                                                                       |  |             |   |  |             |  
|Additional Paid in Capital                                             |  | 32,876      |   |  | 21,334      |  
|                                                                       |  |             |   |  |             |  
|Deficit Accumulated
      During the Development Stage                 |  | (29,876     | ) |  | (7,526      | )
|                                                                       |  |             |   |  |             |  
|Total Stockholders
      Equity                                       |  | 5,368       |   |  | 16,168      |  
|                                                                       |  |             |   |  |             |  
|Total Liabilities
      and Stockholders Equity                       |  | 18,457      |   |  | 16,448      |  

F-3

(The accompanying notes are an integral part of the financial
  statements)

---

FitMedia Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Operations 
  (Expressed in US dollars)

|                                       |  | Accumulated from    |   |  |                    |   |  | For the Period      |  
|-------------------------------------- |  | ------------------- | - |  | ------------------ | - |  | ------------------- | -
|                                       |  | August 30, 2004     |   |  |                    |   |  | August 30, 2004     |  
|                                       |  | (Date of Inception) |   |  | For the Year Ended |   |  | (Date of Inception) |  
|                                       |  | to January 31,      |   |  | January 31,        |   |  | to January 31,      |  
|                                       |  | 2006                |   |  | 2006               |   |  | 2005                |  
|                                       |  | $                   |   |  | $                  |   |  | $                   |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Revenue                                |  |                    |   |  |                   |   |  |                    |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Expenses                               |  |                     |   |  |                    |   |  |                     |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Director fees                          |  | 4,366               |   |  | 1,766              |   |  | 2,600               |  
|Office and miscellaneous               |  | 7,644               |   |  | 5,719              |   |  | 1,925               |  
|Professional fees                      |  | 15,194              |   |  | 12,694             |   |  | 2,500               |  
|Rent                                   |  | 2,672               |   |  | 2,171              |   |  | 501                 |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Total Expenses                         |  | 29,876              |   |  | 22,350             |   |  | 7,526               |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Net Loss For the Period                |  | (29,876             | ) |  | (22,350            | ) |  | (7,526              | )
|                                       |  |                     |   |  |                    |   |  |                     |  
|Net Loss Per Share  Basic and Diluted |  |                     |   |  |                   |   |  |                    |  
|                                       |  |                     |   |  |                    |   |  |                     |  
|Weighted Average Shares Outstanding    |  |                     |   |  | 23,608,000         |   |  | 18,802,000          |  

F-4

(The accompanying notes are an integral part of the financial
  statements)

---

FitMedia Inc. 
  (A Development Stage Company) 
  Consolidated Statements of Cash Flows 
  (Expressed in US dollars)

|                                                      |  | Accumulated From    |   |  |                    |   |  | For the Period      |  
|----------------------------------------------------- |  | ------------------- | - |  | ------------------ | - |  | ------------------- | -
|                                                      |  | August 30, 2004     |   |  |                    |   |  | August 30, 2004     |  
|                                                      |  | (Date of Inception) |   |  | For the Year Ended |   |  | (Date of Inception) |  
|                                                      |  | to January 31,      |   |  | January 31,        |   |  | to January 31,      |  
|                                                      |  | 2006                |   |  | 2006               |   |  | 2005                |  
|                                                      |  | $                   |   |  | $                  |   |  | $                   |  
|                                                      |  |                     |   |  |                    |   |  |                     |  
|Operating Activities                                  |  |                     |   |  |                    |   |  |                     |  
|Net loss for the period                               |  | (29,876             | ) |  | (22,350            | ) |  | (7,526              | )
|Adjustments to reconcile net
      loss to cash       |  |                     |   |  |                    |   |  |                     |  
|Shares issued for rent                                |  | 2,004               |   |  | 1,503              |   |  | 501                 |  
|Shares issued for
      services                      |  | 100                 |   |  |                   |   |  | 100                 |  
|Change in operating assets and liabilities            |  |                     |   |  |                    |   |  |                     |  
|Accounts payable
      and accrued liabilities        |  | 4,089               |   |  | 4,089              |   |  |                    |  
|Prepaid expenses                                      |  | (185                | ) |  | (185               | ) |  |                    |  
|Net Cash Used In Operating Activities                 |  | (23,868             | ) |  | (16,943            | ) |  | (6,925              | )
|Investing Activities                                  |  |                     |   |  |                    |   |  |                     |  
|Investment in DVD recordings                          |  | (3,632              | ) |  | (3,632             | ) |  |                    |  
|Net Cash Flows Used
      In Investing Activities     |  | (3,632              | ) |  | (3,632             | ) |  |                    |  
|Financing Activities                                  |  |                     |   |  |                    |   |  |                     |  
|Advances from a related party                         |  | 9,000               |   |  | 8,720              |   |  | 280                 |  
|Proceeds from issuance of common stock, net           |  | 33,140              |   |  | 11,550             |   |  | 21,590              |  
|Net Cash Flows Provided
      By Financing Activities |  | 42,140              |   |  | 20,270             |   |  | 21,870              |  
|Increase (Decrease) in Cash                           |  | 14,640              |   |  | (305               | ) |  | 14,945              |  
|Cash - Beginning
      of Period                      |  |                    |   |  | 14,945             |   |  |                    |  
|Cash - End of Period                                  |  | 14,640              |   |  | 14,640             |   |  | 14,945              |  
|                                                      |  |                     |   |  |                    |   |  |                     |  
|Non-cash Investing and Financing Activities           |  |                     |   |  |                    |   |  |                     |  
|Common stock issued for expenses                      |  | 2,104               |   |  | 1,503              |   |  | 601                 |  
|                                                      |  |                     |   |  |                    |   |  |                     |  
|Supplemental Disclosures                              |  |                     |   |  |                    |   |  |                     |  
|Interest paid                                         |  |                    |   |  |                   |   |  |                    |  
|Income taxes paid                                     |  |                    |   |  |                   |   |  |                    |  

F-5

(The accompanying notes are an integral part of the financial
  statements)

---

FitMedia Inc. 
  (A Development Stage Company) 
  Consolidated Statement of Stockholders Equity
  For the Period from August 30 , 2004 (Date of Inception) to January 31, 2006
  
  (Expressed in US dollars)

DeficitAccumulatedAdditional
      
      
      During thePaid-in
      
      
      DevelopmentShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  August 30, 2004 (Date ofInception)
      
      
      
      
      
      
      
      
      
      
      
      
      
      September 30, 2004  common sharesissued for cash at for $0.0001 per share
      
      23,400,000
      
      
      2,340
      
      
      
      
      
      
      
      
      2,340October 31, 2004 - common sharesissued for rent at $0.10 per share
      
      10,020
      
      
      1
      
      
      2,003
      
      
      
      
      
      2,004December 2, 2004 - common sharesissued for services at $0.10 per share
      
      1,000
      
      
      
      
      
      100
      
      
      
      
      
      100December 2, 2004 - common sharesissued for cash at $0.10 per share
      
      192,500
      
      
      19
      
      
      19,231
      
      
      
      
      
      19,250Net loss for the
        period
      
      
      
      
      
      
      
      
      
      
      (7,526
      )
      
      (7,526
      )Balance  January 31, 2005
      
      23,603,520
      
      
      2,360
      
      
      21,334
      
      
      (7,526
      )
      
      16,168January 10, 2006 - common sharesissued for cash at $0.15 per share
      
      77,666
      
      
      8
      
      
      11,642
      
      
      
      
      
      11,650Share issuance costs
      
      
      
      
      
      
      
      (100
      )
      
      
      
      
      (100
      )Net loss for the year
      
      
      
      
      
      
      
      
      
      
      (22,350
      )
      
      (22,350
      )Balance  January 31, 2006
      
      23,681,186
      
      
      2,368
      
      
      32,876
      
      
      (29,876
      )
      
      5,368


F-6

(The accompanying notes are an integral part of the financial
  statements)

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2006 
  (Expressed in US dollars)

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | FitMedia Inc. (the Company) was
        incorporated on August 30, 2004 under the laws of the State of Delaware.
        The Company is a Development Stage Company, as defined by Statement of
        Financial Accounting Standard (SFAS) No. 7 Accounting
        and Reporting by Development Stage Enterprises. The Companys
        principal business is the production, distribution and sale of DVDs related
        to exercise, healthy lifestyles and physical and mental fitness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 never generated revenues since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations, and the attainment of profitable operations.
        As at January 31, 2006, the Company has accumulated losses of $29,876
        since inception. These factors raise substantial doubt regarding the Companys
        ability to continue as a going concern. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company filed an SB-2 Registration Statement
        with the United States Securities and Exchange Commission that was declared
        effective November 3, 2005, to register 670,000 shares of common stock
        for sale at a price of $0.15 per share to raise gross proceeds of $100,500.
        The Company is also registering 203,520 shares of common stock for resale
        by existing shareholders of the Company. The Company did not receive any
        proceeds from the resale of shares of common stock by the selling stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Subsequent to year end, the Company issued
        72,578 common shares for cash proceeds of $10,887. Refer to Note 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2006 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               

F-8

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2006 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-9

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2006 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Related Transactions                                          
|   |                                                               
|   | a)                                                            
|   |                                                               
|   | b)                                                            
|   |                                                               
|4. | Investment in DVD Recordings                                  

| |                      |  |       |  |  |              |  |  | January 31,  |  |  | January 31,  | 
| | -------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                      |  |       |  |  |              |  |  | 2006         |  |  | 2005         | 
| |                      |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                      |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                      |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                      |  |       |  |  |              |  |  |              |  |  |              | 
| | Projects in progress |  | 3,632 |  |  |             |  |  | 3,632        |  |  |             | 

|5. | Common Stock
|-- | ------------
|   |             
|   | a)          
|   |             
|   | b)          
|   |             
|   | c)          
|   |             
|   | d)          
|   |             
|   | e)          

F-10

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2006 
  (Expressed in US dollars)

|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Potential benefits of income tax losses are
        not recognized in the accounts until realization is more likely than not.
        The Company has net operating losses of $29,880, which commence expiring
        in 2024. Pursuant to SFAS No. 109 the Company is required to compute tax
        asset benefits for net operating losses carried forward. Potential benefit
        of net operating losses have not been recognized in these financial statements
        because the Company cannot be assured it is more likely than not it will
        utilize the net operating losses carried forward in future years. For
        the years ended January 31, 2006 and 2005, the valuation allowance established
        against the deferred tax assets increased by $7,820 and $2,640, respectively
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The components of the net deferred tax asset
        at January 31, 2006 and 2005 and the statutory tax rate, the effective
        tax rate and the elected amount of the valuation allowance are scheduled
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

January 31,
      January 31,2006
      2005$
      $Net Operating Losses
      29,880
      7,526Statutory Tax Rate
      35%
      35%Effective Tax Rate
      
      Deferred Tax Asset
      10,460
      2,640Valuation Allowance
      (10,460)
      (2,640)Net Deferred Tax Asset
      
      


|8. | Subsequent Events
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               

F-11

---

 12 

Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure

Since inception, we have had no changes disagreements with our
accountants.

Moore Stephens Ellis Foster Ltd., Chartered Accountants
reported on the Company's financial statements as of January 31, 2005. Ellis
Foster ( Moore Stephens -- Ellis Foster Ltd. ) merged with Ernst & Young LLP
on May 4, 2005 and has continued its business under the name of Ernst &
Young LLP. Because the change in auditors is a result of a merger of two
accounting firms, the change of accountants was not considered or recommended by
Fitmedias board of directors or audit committee of the board of directors.

On March 24, 2006 the Company dismissed Ernst & Young LLP,
Chartered Accountants as its independent registered public accounting firm,
pursuant to a decision by our Board of Directors. The reports of Moore Stephens
Ellis Foster (now merged with Ernst & Young) on the Companys consolidated
financial statements as of and for the period ended January 31, 2005 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle except that their report
was modified to indicate that there was substantial doubt about the Company
ability to continue as a going concern.

On April 4, 2006 the Company engaged Manning Elliott LLP to
serve as its independent public accounting firm.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our management, including our
President, Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, our President, Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that material information required to be disclosed by it in the reports that we
file under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.

Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer as appropriate, to allow timely decisions regarding required
disclosure. We evaluate the internal controls on a regular basis to ensure that
we are in compliance with our policies.

There have been no significant changes in our internal controls
or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.

---

 13 

Item 8B. Other Information.

None.

PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth the name, age, and position of
our executive officers and directors of as of May 10, 2006.

Name
    Age
    PositionTimothy J. Crottey
    40
    President, Chief Executive Officer, Chief Financial
      Officer, Principal Accounting Officer, Treasurer, Secretary, Chairman,
      DirectorRoman Onufrijchuk
    54
    Director


The directors will serve as directors until our next annual
shareholder meeting or until a successor is elected who accepts the position.
Officers hold their positions at the will of the board of directors, absent any
employment agreement. There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs.

Timothy J. Crottey, Director, Chairman, President,
Treasurer, Secretary, Chief Executive Officer and Chief Financial Officer

Timothy J. Crottey has been the President, Chief Executive
Officer and Chief Financial Officer of Fitmedia since Fitmedias inception on
August 30, 2004. From January 2002 to December 2004 Mr. Crottey attended the
Simon Fraser University full time as a student in the pursuit of an applied
science degree in the field of communications. In addition, he has been
developing the concept of Fitmedia over the past three years. From 2000 to 2002
Mr. Crottey was the manager of a Blends coffee shop.

Roman Onufrijchuk, Director

Roman Onufrijchuk has been a director of the Company since
January 20, 2005. He is a Senior Research Fellow at the Centre for Policy
Research in Science & Technology in Vancouver, BC, a Principal Investigator,
Techno-Experiential Design Assessment Program and a University Research
Associate and Adjunct Professor at the School of Communication at Simon Fraser
University (SFU) in Vancouver, BC. From 1999 to 2001 Mr. Onufrijchuk occupied
various teaching positions at SFU and Dubai Women's College. From 2001 to 2003,
Mr. Onufrijchuk was the Principal Investigator and Research Designer in the New
Media Experience Roadmap Program at the New Media Innovation Centre in
Vancouver, British Columbia. From 1999-2001, Mr. Onufrijchuk was a supervisor,
Applied Media Studies Program in the Department of Communication Technology at
Dubai Women's College. From 1994-1999, Mr. Onufrijchuk was the Director and
Executive Producer for Television Programming, the Knowledge Network, Open
Learning Agency. From 2002-2003, Mr. Onufrijchuk was Senior Editor of
DIGEST, a bimonthly, e-mail format report on research into human
technology interaction conducted by the E-lifestyles Cluster at the New Media
Innovation Centre.

---

 14 

Mr. Onufrijchuk has a PhD in Applied Sciences, School of
Communication from SFU and has Masters and Bachelor degrees in Communication,
from SFU.

Significant Employees

There are no individuals other than our executive officers who
are expected to make a significant contribution to the business.

Family Relationships

There are no family relationships among directors, executive
officers, or persons nominated or chosen by us to become directors or executive
officers.

No Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                
|4. | being found by a court of competent jurisdiction (in a
      civil action), the SEC or the Commodity Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                                  

Board of Directors and Its Committees

The Board of Directors met in person or via telephone regularly
during our fiscal year ended January 31, 2006. Each member of the Board of
Directors attended at least 75% of the meetings. The Board of Directors
currently does not have a nominating committee or a compensation committee.

Our Board of Directors currently carries out the duties of the
audit committee. Our Board of Directors has determined that the audit committee
member has sufficient knowledge in financial and accounting matters to serve on
the committee and that the member is an audit committee financial expert as
defined by the rules of the Securities and Exchange Commission. The Board of
Directors has not adopted a written charter for the audit committee.

Director Nominees

We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects those individuals to stand for election as members
of our Board. Since the Board of Directors

---

 15 

does not include a majority of independent directors, the
decision of the Board as to director nominees is made by persons who have an
interest in the outcome of the determination. The Board will consider candidates
for directors proposed by security holders, although no formal procedures for
submitting candidates have been adopted. Until otherwise determined, not less
than 90 days prior to the next annual Board of Directors' meeting at which the
slate of Board nominees is adopted, the Board accepts written submissions that
include the name, address and telephone number of the proposed nominee, along
with a brief statement of the candidate's qualifications to serve as a director
and a statement of why the shareholder submitting the name of the proposed
nominee believes that the nomination would be in the best interests of
shareholders. If the proposed nominee is not the security holder submitting the
name of the candidate, a letter from the candidate agreeing to the submission of
his or her name for consideration should be provided at the time of submission.
The letter should be accompanied by a résumé supporting the nominee's
qualifications to serve on the Board of Directors, as well as a list of
references.

The Board identifies director nominees through a combination of
referrals, including by management, existing Board members and security holders,
where warranted. Once a candidate has been identified, the Board reviews the
individual's experience and background and may discuss the proposed nominee with
the source of the recommendation. If the Board believes it to be appropriate,
Board members may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.

Among the factors that the Board considers when evaluating
proposed nominees are their knowledge of and experience with and knowledge of
and experience in business matters, finance, capital markets and mergers and
acquisitions. The Board may request additional information from the candidate
prior to reaching a determination. The Board is under no obligation to formally
respond to all recommendations, although as a matter of practice, it will
endeavor to do so.

Code of Ethics

We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because it has
not yet finalized the content of such a code. We plan to apply for listing on
the OTCBB and companies whose equity securities are listed for trading on the
OTCBB are not currently required to do so.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended (Section 16), requires that reports of beneficial ownership of capital
stock and changes in such ownership be filed with the SEC by Section 16
reporting persons, including directors, certain officers, and holders of more
than 10% of the outstanding common shares. We are required to disclose in this
Report each reporting person whom we know to have failed to file any required
reports under Section 16 on a timely basis during the fiscal year ended January
31, 2006.

To our knowledge, based solely on a review of copies of Forms
3, 4 and 5 furnished to us and written representations that no other reports
were required, during the fiscal year ended January 31, 2006, our officers,
directors and 10% shareholders complied with all Section 16 filing

---

 16 

requirements applicable to them, except as follows: Roman
Onufrijchuk, our director, failed to file a Form 4 for 1,000 shares during
Fiscal 2006.

Item 10. Executive Compensation.

The following table sets forth compensation awarded to, earned
by or paid to our Chief Executive Officer (CEO), and to other persons serving as
executive officers as of January 31, 2006, whose salary and bonus for Fiscal
2006 year exceeded $100,000 (collectively, the Named Executive Officer) for
the last two completed fiscal years.

Long Term CompensationSummary 
        Compensation
        Annual Compensation
      Awards
      PayoutsName 
        and 
        Principal 
        Position
      Year
      Salary 
        $
      Bonus 
        $
      Other Annual 
        Compensation
        $
      Restricted  Stock 
        Award(s) 
        $
      Securities  Underlying 
        Options/SARs 
        (#)
      LTIP 
        Payouts 
        $
      All Other 
        Compensation
        $Timothy  Crottey
      Fiscal  2006
      1,766(1)
      Nil
      Nil
      Nil
      Nil
      Nil
      NilPresident and  CEO
      Fiscal  2005
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


|(1) | Represents consulting fees paid to Mr. Crottey as
      President and CEO.
|--- | --------------------------------------------------------------------------

Employment Agreements

We have no written employment agreements with executive
officers at this time.

Compensation of Directors

Directors are entitled to receive reimbursement for all
out-of-pocket expenses incurred for attendance at Board of Directors meetings.
Pursuant to an agreement dated February 1, 2006, Roman Onufrijchuk, our
director, is entitled to $1,000 compensation and 2,500 common shares of the
Company per fiscal year.

Other Arrangements

There are no other arrangements.

---

 17 

Termination of Employment and Change of Control
Arrangement

There is no compensatory plan or arrangement with respect to
any individual named above which results or will result from the resignation,
retirement or any other termination of employment with us, or from a change in
our control.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of May 10, 2006
by: (i) each of our directors; (ii) each of our named executive officers; (iii)
officers and directors as a group; and (iv) each person or group is known by us
to beneficially own more than 5% of our outstanding shares of common stock.
Unless otherwise indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown to our knowledge.

Directors and OfficersTitle of Class
    Name, position &
      address of beneficial owner
    Number of Shares
      of Common Stock (1)
    Percentage of
      Common Stock (3)Common Stock
    Timothy J. Crottey,
      President, Chief Executive Officer & Director 304-338 West
      8thAvenue, Vancouver, BC, V5Y 3X2
    18,600,000
    80%Common Stock
    Roman Onufrijchuk, Director
      2208-438 Seymour St., Vancouver, BC, V6B 2M6
    2,500
    Less than 1%Common Stock
    Robert Jarva 125a  1030
      Denman St., Vancouver, BC V6G 2M6
    2,400,000
    10.3%Common Stock
    Audrey Crottey 1941 Embleton
      Crescent Courtenay, BC V9N 8K1
    2,400,000
    10.3%Common Stock
    All Officers and Directors as
      a Group (2 persons)
    18,602,500
    80%


|(1) | The number and percentage of shares beneficially owned is
      determined under rules of the SEC and the information is not necessarily
      indicative of beneficial ownership for any other purpose. Under such
      rules, beneficial ownership includes any shares as to which the individual
      has sole or shared voting power or investment power and also any shares
      which the individual has the right to acquire within 60 days through the
      exercise of any stock option or other right. The persons named in the
      table have sole voting and investment power with respect to all shares of
      Common Stock shown as beneficially
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

 18 

|    | owned by them, subject to community property laws where
      applicable and the information contained in the footnotes to this
      table.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                             
|(2) | Based on 23,740,404 issued and outstanding shares of
        common stock as of May 10, 2006.                                               

Item 12. Certain Relationships and Related Transactions.

None.

Item 13. Exhibits.

Exhibits

Exhibit Number and Description

|10.1 (2) | Writer Agreement with Joelle Lazar dated June 27, 2005                                                                                                                                       
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                              
|10.2 (1) | Lease Agreement                                                                                                                                                                              
|         |                                                                                                                                                                                              
|10.3 (2) | Actor Agreement with Joelle Lazar dated June 27, 2005                                                                                                                                        
|         |                                                                                                                                                                                              
|10.4 (2) | Actor Agreement with Carrie Lazar dated June 27, 2005                                                                                                                                        
|         |                                                                                                                                                                                              
|10.5 (2) | Director and Producer Agreement with Timothy Crottey
        dated June 28, 2005                                                                                                             
|         |                                                                                                                                                                                              
|10.6     | Agreement with Roman Onufrijchuk
        dated February 1, 2006                                                                                                                              
|         |                                                                                                                                                                                              
|31.1     | Certification of Chief Executive
        Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                               
|         |                                                                                                                                                                                              
|32.1     | Certification of Chief Executive
        Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

|(1) | previously filed as an exhibit to Fitmedias Form SB-2
      filed May 13, 2005           
|--- | ------------------------------------------------------------------------------------------
|(2) | previously filed as an exhibit to Fitmedias Form SB-2/A
      #1 filed September 19, 2005

---

 19 

Item 14. Principal Accountant Fees and Services.

Audit and Non-Audit Fees

The following table represents fees for the professional audit
services and fees billed for other services rendered by our current auditors,
Manning Elliot LLP for the audit of our consolidated annual financial statements
for the year ended January 31, 2006 and any other fees billed for other services
rendered by Manning Elliot during that period. Also set forth below is a table
representing fees for the professional audit services rendered by our former
auditors, Ernst & Young LLP, who reviewed our financial statements for the
period February 1, 2005 to July 31, 2005 and a table for our previous auditors
Moore Stephens - Ellis Foster Ltd. (who later merged with Ernst & Young) for
the audit of our annual financial statements for the period from our inception
on August 30, 2004 to January 31, 2005, and any other fees billed for other
services by Moore Stephens Ellis Foster during that period.

Manning Elliot LLPYear Ended January 31, 2006Audit fees
    $ 0Audit-related fees
    $ 0Tax fees
    $ 0All other fees
    $ 0Total
    $ 0


Ernst & Young LLPAudit fees
    $ 0Audit-related fees
    $ 12,894.68Tax fees
    $ 0All other fees
    $ 0Total
    $ 12,894.68


Moore Stephens - Ellis Foster Ltd.Period from Inception (August 30, 2004) to
      January 31,2005Audit fees
    $ 2,528.58Audit-related fees
    $ 0Tax fees
    $ 0All other fees
    $ 0Total
    $ 2,528.58


---

 20 

Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

FITMEDIA INC.

|                   | By: /s/ Timothy J. Crottey       
|------------------ | ---------------------------------
|                   |                                  
|Date: May 15, 2006 | Timothy J. Crottey,              
|                   | President, Chief Executive       
|                   | Officer, Chief Financial Officer,
|                   | Director,                        
|                   | Principal Accounting Officer     

Pursuant to the requirements of 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 dates indicated.

|Signature              | Title                             | Date        
|---------------------- | --------------------------------- | ------------
|                       |                                   |             
|/s/ Timothy J. Crottey | President, Chief Executive        | May 15, 2006
|Timothy J. Crottey     | Officer, Chief Financial Officer, |             
|                       | Director and Principal
Accounting |             
|                       | Officer                           |             
|                       |                                   |             
|/s/ Roman Onufrijchuk  | Director                          | May 15, 2006
|Roman Onufrijchuk      |                                   |             

---