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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, 2007**

[   ] 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)                                    |                                     
|                                                 |                                     
|7108 150A Street, Surrey,                        |                                     
|British Columbia, Canada                         | V3S 2E2                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number 604-723-0954

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]

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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

Aggregate market value of the voting stock of the registrant held
  by non-affiliates of the registrant at April 23, 2006 (computed by reference
  to the closing price of the common shares of the Issuer on the OTCBB on April
  23, 2006 ($0.22): $1,150,284

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Number of common shares outstanding at April 23, 2007:
23,832,064

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TABLE OF CONTENTS

|Item 1.  | Description of Business                                                                                               | 4  
|-------- | --------------------------------------------------------------------------------------------------------------------- | ---
|Item 2.  | Description of Property                                                                                               | 8  
|Item 3.  | Legal Proceedings.                                                                                                    | 8  
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                   | 8  
|Item 5.  | Market for Common Equity and Related Stockholder Matters.                                                             | 8  
|Item 6.  | Management's Discussion and Analysis and Plan of Operation                                                            | 9  
|Item 7.  | Financial Statements                                                                                                  | 13 
|         | Report of Independent Registered Public Accounting Firm                                                               | F-1
|Item 8.  | Changes In and Disagreements with Accountants on Accounting
      and Financial Disclosure                            | 14 
|Item 8A. | Controls and Procedures                                                                                               | 14 
|Item 8B. | Other Information                                                                                                     | 14 
|Item 9.  | Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act | 15 
|Item 10. | Executive Compensation.                                                                                               | 18 
|Item 11. | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.                 | 19 
|Item 12. | Certain Relationships and Related Transactions.                                                                       | 20 
|Item 13. | Exhibits                                                                                                              | 21 
|Item 14. | Principal Accountant Fees and Services                                                                                | 22 

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PART I

Item 1. Description of Business.

Cautionary Statement

This Annual Report on Form 10-KSB contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology including, "could" "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential" and the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

While these forward-looking statements, and any assumptions upon
  which they are based, are made in good faith and reflect our current judgment
  regarding the direction of our business, actual results will almost always vary,
  sometimes materially, from any estimates, predictions, projections, assumptions
  or other future performance suggested in this Annual Report.

Currency

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

Introduction

Fitmedia Inc. (the Company, "Fitmedia", "we, our) was
incorporated as a Delaware company on August 30, 2004. We have produced an
exercise DVD on Pre-Natal Yoga which is now available for sale on our website.
We have one wholly-owned subsidiary, Green Tea Productions, Inc., through which
we have developed a concept and proposal for a television series.

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 DVD and other DVDs we
planned at the time (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. We also reviewed resumes of
potential production personnel, such as camera operators, video editors, costume
designers, lighting technicians, sound editors and assistant directors. Between
July and August, 2005 we completed principal photography of our first DVD,
Fitmedias Prenatal Yoga (the Prenatal Yoga DVD). We announced completion of
the Prenatal Yoga DVD in a press release on October 2, 2006.

Director, Producer, Writer and Talent for DVDs

On June 27, 2005, we concluded two agreements with Joelle
Lazar, whereby Ms. Lazar agreed to write and star in 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 two years, 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.

4

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The writer agreement between Joelle Lazar and Fitmedia required
Ms. Lazar to prepare a treatment and full screenplay, including 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 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.

On June 27, 2005 we entered into an actor agreement with Joelle
Lazar. The agreement engaged Ms. Lazar as the instructor and star of the
Prenatal Yoga DVD. The services provided by Ms. Lazar included on screen
instructing and yoga poses during principal photography, as well as extra
dialogue work, trailers, retakes and added scenes. Fitmedia 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 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. 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.

Development, Pre-Production, Production and Post
Production

Principal photography and post production have 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 oversaw the editing process, which took several months.
We announced completion of our Prenatal Yoga DVD in a press release on October
2, 2006. The Prenatal Yoga DVD is now available for sale on our website www.fitmedia.net. As of April 25, 2007, we have not
sold any DVDs.

Through our wholly-owned subsidiary Green Tea Productions, Inc.
  we have been developing a fitness themed television series.

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. 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
accrued $14.1 billion in revenue in 2003, an 8% increase over 2002.

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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 related items in the U.S. A search on Amazon.com for yoga
books and tapes yields more than 2,000 hits.

The Instructional DVD and Video Industry

The instructional DVD industry is highly competitive. According
to Nielsen media research, DVD fitness titles sales rated by Nielsen VideoScan
reported in March 2004 that DVDs 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
  are as follows: #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 Weight Loss: (72,000 Units).

Our Products and Services

We have produced the Prenatal Yoga DVD and it is now available
for sale. Through our wholly-owned subsidiary, Green Tea Productions, Inc., we
have been developing a proposal for a television series.

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.

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.

Our Distribution Methods

On January 3, 2007 our internet site, www.fitmedia.net, launched its ecommerce capabilities
and we have made the Prenatal Yoga DVD available for sale there. We currently
have no share in the market for fitness DVDs. Places that could sell our DVDs
are:

| | 1. | chain stores, large, big box distributors and other
      smaller retailers;
| | -- | ----------------------------------------------------------------------------

6

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| | 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;                                                                                                                           
| | 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 Prenatal Yoga DVD and we can
not guarantee that we will be successful in doing so.

New Products and Services

We have no new planned products or services.

Our Competitive Position

Our fitness DVD sales business faces competition from the many
companies that already sell fitness DVDs in chain stores, 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. They may additionally 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.

Sources and Availability of Raw Materials

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

Customer Base

As of the date of this annual report, 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.netand in our Pre-natal Yoga DVD.

Legislation and Government Regulation

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

Environmental Law Compliance

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

Employees

On of January 31, 2007, 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 5 hours a week
to Fitmedia.

We currently engage independent contractors in the areas of
marketing, web design and accounting.

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Item 2. Description of Property.

At January 31, 2007, we vacated our former offices and studio
located at 304B-338 West 8th Avenue. On February 1, 2007, we took up
a new office in a rented premises located at 7108 150A Street, Surrey, BC,
Canada V3S 2E2 for a fee of $2,000 annually. The term of the lease is from
February 1, 2007 to January 31, 2008 and gives us exclusive use of approximately
200 square feet. Our current office is sufficient for our business purposes.
There are no provisions in our current lease for renewal or termination.

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.

There is a limited public market for our common shares. Our
common shares are quoted for trading on the NASD OTC Bulletin Board under the
symbol FTME.

Our common shares became eligible for quotation on the OTC
Bulletin Board on July 6, 2006, but no trades were made until November 2006.

The following table shows the high and low prices of our common
shares on the NASD OTC Bulletin Board. The following quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions:

Period
    High
    LowNovember 1, 2006  January 31, 2007
    $0.74
    $0.06


As of April 23, 2007, there were 23,832,064 common shares
outstanding, held by approximately 33 shareholders of record.

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

Equity Compensation Plans

As at January 31, 2007 we had no equity compensation plan in
place.

Recent Sales of Unregistered Securities

Since our inception on August 30, 2004 until January 31, 2007
we have made the following sales of unregistered securities, not including
shares registered on the Registration Statement on form SB-2 which was declared
effective by the SEC on November 3, 2005:

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- On December 11, 2006, the Company issued 5,800 shares of common stock at
  $0.35 per share for rent in the amount $2,000.
- On September 7, 2006, the Company issued 70,000 shares of common stock at
  $0.15 per share, for cash proceeds of $10,500.
- On May 8, 2006, the Company issued 2,500 shares of common stock at $0.15
  per share for director fees with a fair value of $375. Refer to Note 9.
- On May 8, 2006, the Company issued 13,360 shares of common stock at $0.15
  per share for rent in the amount of $2,004.
- On March 3, 2006, the Company issued 5,000 shares of common stock at $0.15
  per share for cash proceeds of $750.
- On February 10, 2006, the Company issued 20,666 shares of common stock at
  $0.15 per share for cash proceeds of $3,100.
- On February 7, 2006, the Company issued 33,552 shares of common stock at
  $0.15 per share for cash proceeds of $5,033.

We did not employ an underwriter in connection with the
issuance of the securities described above.

Use of Proceeds

On November 3, 2005, our Registration Statement on Form SB-2
was declared effective. The SB-2 registered 670,000 common shares for sale
through a direct offering at a price of $0.15 per share, and 203,520 common
shares by selling shareholders. From January 10 to May 3, 2006 we raised $8,883
through the sale of 59,218 shares through this offering. There were no direct or
indirect payments to directors, officers, affiliates or persons owning more than
10% of us made in connection with issuance of the shares sold in the direct
offering. We closed the offering on May 3, 2006 having received net proceeds of
$20,533.

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

Overview

We have accumulated losses of $75,363 since inception and our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an ongoing business
for the next twelve months unless we can depend on the financial support of our
shareholders and we are able to obtain the necessary equity financing to
continue our operations.

We anticipate that our business will incur significant
operating losses in the future. Our existence is dependent upon management's
ability to develop profitable operations. By establishing a profitable market
for our products and obtaining additional equity investment, we believe that we
will attain profitable status and improve our liquidity

As yet, we have generated no revenues from the sales of our DVD
production activities.

If operations and cash flow improve through future financing
efforts, management believes that we 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 $45,000 over the course of the
next year, mainly in the areas of development, production, administration,
legal, accounting and marketing.

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Through our wholly-owned subsidiary, Green Tea Productions,
Inc., we have developed a plan for a health and fitness themed television
series: What we have developed so far includes a preliminary series bible for a
potential first season of the series.

Because we have experienced difficulty raising equity and have
  not as yet generated any revenues from our DVD production activities, we are
  considering changing the focus of our activities toward another business such
  as oil and gas exploration and production.

If we were to become involved in oil and gas exploration and
  production or another new business we would likely transfer our DVD production
  activities to our wholly owned subsidiary, Green Tea Productions, Inc., and
  change our corporate name. We might also seek new directors and officers with
  experience in oil and gas exploration and production or other business in order
  to develop and execute a new plan of operation. If we adopt a new business plan
  involving oil and gas exploration and production, we might pursue the acquisition
  of producing oil and natural gas wells, interests and leases, and our financing
  requirements would increase dramatically.

Product Research and Development

We do not anticipate spending any material amounts in
connection with product research and development activities during the next
twelve months.

Future Financings

We will require additional financing in order to continuous
operations for the next twelve months. We plan to complete private placement
sales of our common stock in order to raise the funds necessary to continue
operations. Issuances of additional shares will result in dilution to our
existing shareholders. There is no assurance that we will be successful in
completing any private placement financings.

Acquisition of Plant and Equipment and Other Assets

We do not anticipate the sale or acquisition of any material
property, plant or equipment during the next twelve months.

Results of Operations

Revenues

We have not earned any revenues since our incorporation on
August 30, 2004. We have completed our first DVD and made it available for sale
on our website but as of April 25, 2007, we have not sold any DVDs.

Expenses

During the fiscal year ended January 31, 2007, we incurred total
  expenses of $45,487 compared to $22,350 for fiscal year ended January 31, 2006.
  These expenses for fiscal 2007 included $1,375 in director fees (compared with
  $1,766 for fiscal 2006), $19,478 in office and miscellaneous costs, including
  production expenses (compared with $5,719 for fiscal 2006), $22,630 in professional
  fees (compared with $12,694 for fiscal 2006) and $2,004 in rent (compared to
  $2,171 for Fiscal 2006).

From August 30, 2004 (Date of Inception) to January 31, 2007,
  we incurred total expenses of $75,363 including $5,741 in directors fees,
  $27,122 in office and miscellaneous costs, including production expenses, $37,824
  in professional fees and $4,676 in rent.

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Net Losses

Our net loss for our fiscal year ended January 31, 2007 was $45,487
  compared to $22,350 for our fiscal year ended January 31, 2006. The losses were
  primarily due to auditor fees, director fees, production fees and office expenses
  and a lack of revenue.

Our net loss for the period from August 30, 2004 (Date of
Inception) to January 31, 207 was ($75,363).

Liquidity and Capital Resources

As of January 31, 2007, we had cash and cash equivalents of
$2,789. We have been spending money on fitness DVD production and in developing
a website. We expect to incur substantial losses over the next two years.

We estimate that our expenses over the next 12 months will be
approximately $45,000 as follows:

$ 20,000 in auditor and legal fees
$ 12,000 in directors fees $ 10,000 in marketing fees $ 3,000
general administration expenses

As of January 31, 2007, we had cash of approximately $2,700.
  We therefore need approximately an additional $43,300 to meet our capital requirements
  over the next 12 months beginning February 1, 2007.

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 our
capital requirements or that our capital requirements will not increase beyond
that which we anticipate. If we are unable to raise necessary capital to meet
our capital requirements, we may not be able to continue operations.

Our independent certified public accountants stated in their
  report dated April 19, 2007 that we have incurred operating losses from our
  inception and that we are dependent upon our ability to meet our future financing
  requirements, and the success of future operations. These factors raise substantial
  doubt about our ability to continue as a going concern.

Inflation

It is the opinion of our management that inflation has not had
a material effect on our operations.

Known Material Trends and Uncertainties

Our management does not know of any material trends or
uncertainties that have or are reasonably likely to have a current of future
effect on our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to stockholders.

11

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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 us
or for which we have 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.
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 judgment by management.

12

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We have produced one DVD recording to date and, from the period
beginning August 30, 2004 (Date of Inception) to the period ending January 31,
2007 and we capitalized $6,258 in related costs. Those related costs include
$2,626 for the fiscal year ending January 31, 2007 and $3,632 for the fiscal
year ending January 331, 2006. There is the possibility that we 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,
2007 and January 31, 2006 and for the period from August 30, 2004 (Date of
Inception) to January 31, 2007, follow as pages F-1 through F-10.



FitMedia Inc. (A Development Stage Company) January 31,
2007 (Audited)

|                                                               | Index
|-------------------------------------------------------------- | -----
|                                                               |      
|Report of Independent
      Registered Public Accounting Firm  | F-1  
|                                                               |      
|Consolidated Balance
      Sheets                              | F-2  
|                                                               |      
|Consolidated Statements
      of Operations                    | F-3  
|                                                               |      
|Consolidated Statements
      of Cash Flows                    | F-4  
|                                                               |      
|Consolidated Statement
      of Stockholders Equity (Deficit) | F-5  
|                                                               |      
|Notes to the
      Consolidated Financial Statements           | F-6  

13

---



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 sheets
  of FitMedia Inc. (A Development Stage Company) as of January 31, 2007 and 2006
  and the related consolidated statements of operations, cash flows and stockholders'
  equity (deficit) for the years then ended and accumulated from August 30, 2004
  (Date of Inception) to January 31, 2007. 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 audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audits 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 audits 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, 2007 and 2006
  and the results of its operations and its cash flows for the years then ended,
  and accumulated from August 30, 2004 (Date of Inception) to January 31, 2007,
  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.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

April 19, 2007

F-1

---

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

|                                                                            |  | January 31, |   |  | January 31, |  
|--------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                            |  | 2007        |   |  | 2006        |  
|                                                                            |  | $           |   |  | $           |  
|                                                                            |  |             |   |  |             |  
|ASSETS                                                                      |  |             |   |  |             |  
|Current Assets                                                              |  |             |   |  |             |  
|Cash                                                                        |  | 2,789       |   |  | 14,640      |  
|Prepaid
      expenses (Note 3)                                             |  | 2,185       |   |  | 185         |  
|Total Current Assets                                                        |  | 4,974       |   |  | 14,825      |  
|Investment in DVD Recordings and Screenplays (Note 4)                       |  | 6,258       |   |  | 3,632       |  
|Property and Equipment (Note 5)                                             |  | 1,667       |   |  |            |  
|Total Assets                                                                |  | 12,899      |   |  | 18,457      |  
|                                                                            |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                              |  |             |   |  |             |  
|Current Liabilities                                                         |  |             |   |  |             |  
|Accounts payable (Note 8(b))                                                |  | 12,432      |   |  | 4,089       |  
|Accrued liabilities (Note 6)                                                |  | 1,879       |   |  |            |  
|Due to
      a related party (Note 8(a))                                    |  | 14,945      |   |  | 9,000       |  
|Total Liabilities                                                           |  | 29,256      |   |  | 13,089      |  
|Contingencies and Commitments (Notes 1 and 9)                               |  |             |   |  |             |  
|Stockholders Equity (Deficit)                                              |  |             |   |  |             |  
|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               |  |             |   |  |             |  
|23,832,064 and 23,681,186 shares issued and
      outstanding, respectively |  | 2,383       |   |  | 2,368       |  
|Additional Paid-in Capital                                                  |  | 56,623      |   |  | 32,876      |  
|Deficit Accumulated During the Development Stage                            |  | (75,363     | ) |  | (29,876     | )
|Total Stockholders
      Equity (Deficit)                                  |  | (16,357     | ) |  | 5,368       |  
|Total Liabilities and Stockholders Equity (Deficit)                        |  | 12,899      |   |  | 18,457      |  

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

F-2

---

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

|                                             |  | Accumulated for the |   |  |             |   |  |             |  
|-------------------------------------------- |  | ------------------- | - |  | ----------- | - |  | ----------- | -
|                                             |  | period from         |   |  |             |   |  |             |  
|                                             |  | August 30, 2004     |   |  | For the     |   |  | For the     |  
|                                             |  | (Date of Inception) |   |  | Year Ended  |   |  | Year Ended  |  
|                                             |  | to January 31,      |   |  | January 31, |   |  | January 31, |  
|                                             |  | 2007                |   |  | 2007        |   |  | 2006        |  
|                                             |  | $                   |   |  | $           |   |  | $           |  
|                                             |  |                     |   |  |             |   |  |             |  
|Revenue                                      |  |                    |   |  |            |   |  |            |  
|                                             |  |                     |   |  |             |   |  |             |  
|Expenses                                     |  |                     |   |  |             |   |  |             |  
|                                             |  |                     |   |  |             |   |  |             |  
|Director fees                                |  | 5,741               |   |  | 1,375       |   |  | 1,766       |  
|Office and miscellaneous                     |  | 27,122              |   |  | 19,478      |   |  | 5,719       |  
|Professional fees                            |  | 37,824              |   |  | 22,630      |   |  | 12,694      |  
|Rent                                         |  | 4,676               |   |  | 2,004       |   |  | 2,171       |  
|                                             |  |                     |   |  |             |   |  |             |  
|Total Expenses                               |  | 75,363              |   |  | 45,487      |   |  | 22,350      |  
|                                             |  |                     |   |  |             |   |  |             |  
|Net Loss For the Period                      |  | (75,363             | ) |  | (45,487     | ) |  | (22,350     | )
|                                             |  |                     |   |  |             |   |  |             |  
|Net Loss Per Share
       Basic and Diluted |  |                     |   |  |            |   |  |            |  
|                                             |  |                     |   |  |             |   |  |             |  
|Weighted Average Shares
      Outstanding    |  |                     |   |  | 23,779,000  |   |  | 23,608,000  |  

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

F-3

---

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

|                                                            |  | Accumulated from    |   |  |             |   |  |             |  
|----------------------------------------------------------- |  | ------------------- | - |  | ----------- | - |  | ----------- | -
|                                                            |  | August 30, 2004     |   |  | For the     |   |  | For the     |  
|                                                            |  | (Date of Inception) |   |  | Year Ended  |   |  | Year Ended  |  
|                                                            |  | To January 31,      |   |  | January 31, |   |  | January 31, |  
|                                                            |  | 2007                |   |  | 2007        |   |  | 2006        |  
|                                                            |  | $                   |   |  | $           |   |  | $           |  
|                                                            |  |                     |   |  |             |   |  |             |  
|                                                            |  |                     |   |  |             |   |  |             |  
|Operating Activities                                        |  |                     |   |  |             |   |  |             |  
|Net loss for the period                                     |  | (75,363             | ) |  | (45,487     | ) |  | (22,350     | )
|Adjustments to reconcile net loss
      to net cash used in |  |                     |   |  |             |   |  |             |  
|operating activities:                                       |  |                     |   |  |             |   |  |             |  
|Amortization                                                |  | 833                 |   |  | 833         |   |  |            |  
|Stock-based compensation                                    |  | 3,815               |   |  | 1,711       |   |  | 1,503       |  
|Shares issued for
      services                            |  | 2,668               |   |  | 2,668       |   |  |            |  
|Change in operating assets and liabilities:                 |  |                     |   |  |             |   |  |             |  
|Accounts payable
      and accrued liabilities              |  | 14,311              |   |  | 10,222      |   |  | 4,089       |  
|Prepaid expenses                                            |  | (2,185              | ) |  | (2,000      | ) |  | (185        | )
|Net Cash Used In Operating Activities                       |  | (55,921             | ) |  | (32,053     | ) |  | (16,943     | )
|Investing Activities                                        |  |                     |   |  |             |   |  |             |  
|Investment in DVD
      recordings and screenplays          |  | (6,258              | ) |  | (2,626      | ) |  | (3,632      | )
|Purchase of property and equipment                          |  | (2,500              | ) |  | (2,500      | ) |  |            |  
|Net Cash Used In Investing Activities                       |  | (8,758              | ) |  | (5,126      | ) |  | (3,632      | )
|Financing Activities                                        |  |                     |   |  |             |   |  |             |  
|Advances from related
      party                           |  | 15,430              |   |  | 6,430       |   |  | 8,720       |  
|Repayments to related party                                 |  | (485                | ) |  | (485        | ) |  |             |  
|Proceeds from issuance of common
      stock                |  | 52,523              |   |  | 19,383      |   |  | 11,550      |  
|Net Cash Provided
      By Financing Activities             |  | 67,468              |   |  | 25,328      |   |  | 20,270      |  
|Increase (Decrease) in Cash                                 |  | 2,789               |   |  | (11,851     | ) |  | (305        | )
|Cash - Beginning of
      Period                            |  |                    |   |  | 14,640      |   |  | 14,945      |  
|Cash  End of Period                                        |  | 2,789               |   |  | 2,789       |   |  | 14,640      |  
|                                                            |  |                     |   |  |             |   |  |             |  
|Supplemental Disclosures                                    |  |                     |   |  |             |   |  |             |  
|Interest paid                                               |  |                    |   |  |            |   |  |            |  
|Income taxes paid                                           |  |                    |   |  |            |   |  |            |  

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

F-4

---

FitMedia Inc. 
  (A Development Stage Company) 
  Consolidated Statement of Stockholders Equity
  For the Period from August 30 , 2004 (Date of Inception) to January 31, 2007
  
  (Expressed in US dollars)

DeficitAccumulatedAdditional
      
      
      During thePaid-in
      
      
      ExplorationShares
      
      
      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
      )
      
      5,368February 7, 2006  common sharesissued for cash at $0.15 per share
      
      33,552
      
      
      3
      
      
      5,030
      
      
      
      
      
      5,033February 10, 2006  common sharesissued for cash at $0.15 per share
      
      20,666
      
      
      2
      
      
      3,098
      
      
      
      
      
      3,100March 3, 2006  common shares issuedfor cash at $0.15 per share
      
      5,000
      
      
      1
      
      
      749
      
      
      
      
      
      750May 8, 2006  common shares issued forrent at $0.15 per share
      
      13,360
      
      
      1
      
      
      2,003
      
      
      
      
      
      2,004May 8, 2006  common shares issued forservices at $0.15 per share
      
      2,500
      
      
      
      
      
      375
      
      
      
      
      
      375September 7, 2006  common sharesissued for cash at $0.15 per share
      
      70,000
      
      
      7
      
      
      10,493
      
      
      
      
      
      10,500December 11, 2006  common sharesissued for rent at $0.35 per share
      
      5,800
      
      
      1
      
      
      1,999
      
      
      
      
      
      2,000Net loss for the
        year
      
      
      
      
      
      
      
      
      
      
      (45,487
      )
      
      (45,487
      )Balance  January 31, 2007
      
      23,832,064
      
      
      2,383
      
      
      56,623
      
      
      (75,363
      )
      
      (16,357
      )


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

F-5

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (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 consolidated 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 generated insignificant 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, 2007, the Company has a working capital
        deficit of $24,282 and accumulated losses of $75,363 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 also registered 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-6

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

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

F-7

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

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

F-8

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | p)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-9

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                     
|   | p)                                                                                                                                                  
|   |                                                                                                                                                     
|   |                                                                                                                                                     
|   |                                                                                                                                                     
|   |                                                                                                                                                     
|   |                                                                                                                                                     
|3. | Prepaid Expenses                                                                                                                                    
|   |                                                                                                                                                     
|   | As at January 31, 2007, prepaid expenses consist
        of $2,000 (2006  $nil) of prepaid rent and $185 (2006 - $185) of
        prepaid services.
|   |                                                                                                                                                     
|4. | Investment in DVD Recordings and Screenplays                                                                                                        

| |                      |  |       |  |  |              |  |  | January 31,  |  |  | January 31,  | 
| | -------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                      |  |       |  |  |              |  |  | 2007         |  |  | 2006         | 
| |                      |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                      |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                      |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                      |  |       |  |  |              |  |  |              |  |  |              | 
| | Projects in progress |  | 6,258 |  |  |             |  |  | 6,258        |  |  | 3,632        | 

|   | A total of $5,920 represents projects in progress relative
        to DVD recordings and $338 represents the costs incurred relating to developing
        original screenplays.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                 
|5. | Property and Equipment                                                                                                                                                          

| |                    |  |       |  |  |              |  |  | January 31,  |  |  | January 31,  | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2007         |  |  | 2006         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,500 |  |  | 833          |  |  | 1,667        |  |  |             | 

|6. | Accrued Liabilities                                                                      
|-- | -----------------------------------------------------------------------------------------
|   |                                                                                          
|   | Accrued liabilities consists of $1,879 (2006 - $nil)
        owing for professional fees.

F-10

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

|7. | Common Stock                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | e)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | f)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | g)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|8. | Related Party Transactions                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|9. | Commitments                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                           
|   | On February 1, 2006, the Company entered into
        a Letter of Agreement with a Director of the Company for directors
        fees. The Company paid $1,000 and issued 2,500 shares of common stock
        to the Director on the first day of the Companys fiscal year until
        cancellation of the agreement.

F-11

---

FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  January 31, 2007 
  (Expressed in US dollars)

|10. | 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 $74,530, 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, 2007 and 2006, the valuation allowance established
        against the deferred tax assets increased by $15,630 and $7,820, respectively
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The components of the net deferred tax asset at January
        31, 2007 and 2006 and the statutory tax rate, the effective tax rate and
        the elected amount of the valuation allowance are scheduled below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

January 31,
      January 31,2007
      2006$
      $Net Operating Losses
      74,530
      29,880Statutory Tax Rate
      35%
      35%Effective Tax Rate
      
      Deferred Tax Asset
      26,090
      10,460Valuation Allowance
      (26,090)
      (10,460)Net Deferred Tax
        Asset
      
      


F-12



---

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

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 SEC 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.

Item 8B. Other Information.

None.

14

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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 April 23, 2007.

Name
    Age
    PositionTimothy J. Crottey
    41
    President, Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer,
      Secretary, Chairman, DirectorRoman Onufrijchuk
    55
    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 our 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. From 2000 to 2002 Mr. Crottey was
the manager of a Blenz 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 bi-monthly, e-mail format report on research into human
technology interaction conducted by the E-lifestyles Cluster at the New Media
Innovation Centre.

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.

15

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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
occasionally during our fiscal year ended January 31, 2007. 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 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

16

---

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 may consider 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 we have
not yet finalized the content of such a code.

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, 2007.

To our knowledge, based solely on a review of copies of Forms
3, 4 and 5 furnished to us, during the fiscal year ended January 31, 2007, our
officers, directors and 10% shareholders complied with all Section 16 filing
requirements applicable to them, except as follows: Roman Onufrijchuk, our
director, failed to file a Form 4 for 1,000 shares during Fiscal 2006.

17

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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, 2007, whose salary and bonus for Fiscal
2007 year exceeded $100,000 (the Named Executive Officer) for the last two
completed fiscal years.

SUMMARY COMPENSATION

NameandPrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentivePlanCompensa-tion($)
      Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensa-tion($)
      Total($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Timothy Crottey, President and CEO
      Fiscal 2007
    1,375 (1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    1,375Fiscal 2006
    1,766(1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    1,766


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

Option Grants in the Last Fiscal Year

No stock options were granted to the Named Executive Officer
during the period from February 1, 2006 to January 31, 2007.

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 compensation of $1,000 and 2,500 common shares of the
Company upon completion of each fiscal year.

We currently do not have a compensation committee of the Board
of Directors. The Board of Directors as a whole determines executive
compensation.

18

---

Other Arrangements

None

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 April 23, 2007
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
      78%Common Stock
      Roman Onufrijchuk, 
        Director 
        2208-438 Seymour St., 
        Vancouver, BC, V6B 2M6
      3,500
      Less than 1%All Officers and Directors
        as a Group
      18,602,500
      78%Common Stock
      Highland Capital Corp. 
        Hunkins Waterfront Plaza 
        P.O Box 556 Main St. 
        Memorial Square, Nevis, 
        West Indies
      1,485,666
      6.3%Common Stock
      Audrey Crottey 
        1941 Embleton Crescent 
        Courtenay, BC V9N 8K1
      2,400,000
      10%


19

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|(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 owned by them, subject to community
      property laws where applicable and the information contained in the
      footnotes to this table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Based on 23,832,064 issued and outstanding shares of
      common stock as of April 23, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Changes in Control

There are currently no arrangements which would result in a
change in control of Fitmedia.

Equity Compensation Plan

As at January 31, 2006 no securities are authorized for
issuance under equity compensation plans, either approved by security holders,
or not previously approved by security holders.

Item 12. Certain Relationships and Related Transactions.

On June 28, 2005, we entered into a Director and Producer
Agreement (the Director Agreement) with our President, Chief Executive Officer
and Director, Timothy Crottey, pursuant to which Mr. Crottey served as director
and producer of the Prenatal Yoga DVD. The Director Agreement provides for a fee
of $400 to Mr. Crottey which Mr. Crottey has deferred.

As at January 31, 2007, we were indebted to Timothy Crottey,
our President, for $14,545 for cash advances made to the Company and $400
representing fees for services provided to DVD production. The amount is
unsecured, non-interest bearing and has no stated terms of repayment.

As of January 31, 2007 we were indebted in the amount of
$7,269, to Timothy Crotteys spouse for advances made on our behalf.

20

---

Item 13. Exhibits.

Exhibits

Exhibit Number
      Exhibit Description3.1
      Certificate (Articles) of
          Incorporation as filed with the Delaware Secretary of State on August
          31, 2005 (1)3.2
      Bylaws (1)10.1
      Writer Agreement with Joelle
          Lazar dated June 27, 2005 (2)10.2
      Actor Agreement with Joelle
          Lazar dated June 27, 2005 (2)10.3
      Actor Agreement with Carrie
          Lazar dated June 27, 2005 (2)10.4
      Director and Producer Agreement
          with Timothy Crottey dated June 28, 2005 (2)10.5
      Agreement with Roman Onufrijchuk
          dated February 1, 2006 (3)31.1
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
          Act of 200232.1
      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
|    |                                                                                           
|(3) | previously filed as an exhibit to Fitmedias Form 10-KSB
      filed May 16, 2006         

21

---

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 years ended January 31, 2007 and 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.

Manning Elliot LLPPeriod from February 1, 2006 to January
        31, 2007Audit fees
      $
      
      $10,850Audit-related fees
      $
      
      0Tax fees
      $
      
      0All other fees
      $
      
      0Total
      $
      
      $10,850


Manning Elliot LLPPeriod from August 1, 2005 to January 31, 2006Audit fees
      $
      
      0Audit-related fees
      $
      
      0Tax fees
      $
      
      0All other fees
      $
      
      0Total
      $
      
      0


Ernst & Young LLPPeriod from February 1, 2005 to July 31, 2005Audit fees
      $
      
      0Audit-related fees
      $
      
      12,894.68Tax fees
      $
      
      0All other fees
      $
      
      0Total
      $
      
      12,894.68


22

---

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: April 30, 2007 | 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        | April 30, 2007
|Timothy J. Crottey     | Officer, Chief Financial Officer, |               
|                       | Director and Principal Accounting |               
|                       | Officer                           |               
|                       |                                   |               
|/s/ Roman Onufrijchuk  | Director                          | April 30, 2007

23

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