---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended October 31,
2005

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to
_______________

Commission file number 333-124872

FITMEDIA, INC.(Exact name
of small business issuer as specified in its charter)

|Delaware                                         | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

304B - 338 WEST 8TH AVENUEVancouver, British
Columbia V5Y 3X2(Address of principal executive offices)

604.723.0954(Issuer's telephone number)

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

23,603,520 common shares, par value $0.001 as at December
1, 2005

Transitional Small Business Disclosure Format (Check one): Yes
   ̈ No x

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

DISCLOSURE

To: The Shareholders of

FITMEDIA, INC.

It is the opinion of management that the interim financial
statements for the period ended October 31, 2005 include all adjustments
necessary in order to ensure that the financial statements are not misleading.

Vancouver, British Columbia 
  Date: December 23, 2005

/s/ Timothy
Crottey___________________________________________Director of Fitmedia,
Inc.



FITMEDIA, INC.(A Development Stage Company)

October 31, 2005

|                                                        | Index
|------------------------------------------------------- | -----
|                                                        |      
|Consolidated Balance Sheet                              | F-1  
|                                                        |      
|Consolidated Statement of Stockholders Equity (Deficit) | F-2  
|                                                        |      
|Consolidated Statement of Operations                    | F-3  
|                                                        |      
|Consolidated Statement of Cash Flows                    | F-4  
|                                                        |      
|Notes to the Consolidated Financial Statements          | F-5  

2

---

|Consolidated Financial Statements
|---------------------------------
|                                 
|FitMedia Inc.                    
|(a development stage company)    
|Unaudited                        
|October 31, 2005                 

F-i

---

|FitMedia Inc.                   
|--------------------------------
|(a development stage company)   
|                                
|CONSOLIDATED BALANCE SHEET      
|(expressed in U.S. dollars)     
|[Basis of Presentation - Note 1]
|                                
|As at                           
|Unaudited                       

|                                                          |  | October 31, |   |  | January 31, |  
|--------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                          |  | 2005        |   |  | 2004        |  
|                                                          |  | $           |   |  | $           |  
|                                                          |  |             |   |  |             |  
|ASSETS                                                    |  |             |   |  |             |  
|Current                                                   |  |             |   |  |             |  
|Cash and cash equivalents                                 |  | 2,211       |   |  | 14,945      |  
|Prepaid expenses                                          |  | 185         |   |  | 1,503       |  
|                                                          |  | 2,396       |   |  | 16,448      |  
|                                                          |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                      |  |             |   |  |             |  
|Current                                                   |  |             |   |  |             |  
|Accounts payable and accrued liabilities                  |  | 6,675       |   |  |            |  
|Due to a related party
      [note 4]                     |  |            |   |  | 280         |  
|                                                          |  | 6,675       |   |  | 280         |  
|                                                          |  |             |   |  |             |  
|Commitments [note 6]                                      |  |             |   |  |             |  
|Stockholders equity                                      |  |             |   |  |             |  
|Share capital                                             |  |             |   |  |             |  
|Preferred shares                                          |  |             |   |  |             |  
|Authorized: 20,000,000, with a
      par value of $0.0001 |  |             |   |  |             |  
|Issued and outstanding: none                              |  |             |   |  |             |  
|Common shares                                             |  |             |   |  |             |  
|Authorized: 80,000,000, with a par value of $0.0001       |  |             |   |  |             |  
|Issued and outstanding: 23,603,520                        |  | 2,360       |   |  | 2,360       |  
|Additional paid-in capital                                |  | 21,334      |   |  | 21,334      |  
|Deficit accumulated during the development stage          |  | (27,973     | ) |  | (7,526      | )
|Total stockholders
      equity                          |  | (4,279      | ) |  | 16,168      |  
|Total liabilities and stockholders equity                |  | 2,396       |   |  | 16,448      |  

See accompanying notes

F-1

---

|FitMedia Inc.                          
|---------------------------------------
|(a development stage company)          
|CONSOLIDATED STATEMENT OF              
|STOCKHOLDERS EQUITY                   
|(expressed in U.S. dollars)            
|                                       
|For the period August 30, 2004         
|(date of inception) to October 31, 2005
|Unaudited                              

|                                |  |              |  |  |         |  |  |             |  |  | Deficit           |   |  |         |   |  |               |  
|------------------------------- |  | ------------ |  |  | ------- |  |  | ----------- |  |  | ----------------- | - |  | ------- | - |  | ------------- | -
|                                |  |              |  |  |         |  |  |             |  |  | accumulated       |   |  |         |   |  | Total         |  
|                                |  |              |  |  |         |  |  | Additional  |  |  | **during the**    |   |  | Total   |   |  | comprehensive |  
|                                |  | Common stock |  |  | paid-in |  |  | development |  |  | **stockholders** |   |  | income  |  
|                                |  | Shares       |  |  | Amount  |  |  | capital     |  |  | stage             |   |  | equity  |   |  | (loss)        |  
|                                |  | #            |  |  | $       |  |  | $           |  |  | $                 |   |  | $       |   |  | $             |  
|                                |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|Common shares issued for        |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|cash on September 30, 2004      |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|for $0.0001 per share           |  | 23,400,000   |  |  | 2,340   |  |  |            |  |  |                  |   |  | 2,340   |   |  |              |  
|Commons hares issued in lieu    |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|of rent on October 31, 2004     |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|for $0.20 per share             |  | 10,020       |  |  | 1       |  |  | 2,003       |  |  |                  |   |  | 2,004   |   |  |              |  
|Common shares issued for        |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|service rendered on December 2, |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|2004 for $0.10 per share        |  | 1,000        |  |  |        |  |  | 100         |  |  |                  |   |  | 100     |   |  |              |  
|Common shares issued for        |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|cash on December 2, 2004        |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|for $0.10 per share             |  | 192,500      |  |  | 19      |  |  | 19,231      |  |  |                  |   |  | 19,250  |   |  |              |  
|Comprehensive income (loss) -   |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|net loss
      for the period   |  |             |  |  |        |  |  |            |  |  | (7,526            | ) |  | (7,526  | ) |  | (7,526        | )
|Balance, January 31, 2005       |  | 23,603,520   |  |  | 2,360   |  |  | 21,334      |  |  | (7,526            | ) |  | 16,168  |   |  | (7,526        | )
|Comprehensive income (loss) -   |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|net loss for the period         |  |             |  |  |        |  |  |            |  |  | (20,447           | ) |  | (20,447 | ) |  | (20,447       | )
|Balance, October 31, 2005       |  |              |  |  |         |  |  |             |  |  |                   |   |  |         |   |  |               |  
|(unaudited)                     |  | 23,603,520   |  |  | 2,360   |  |  | 21,334      |  |  | (27,973           | ) |  | (4,279  | ) |  | (27,973       | )

See accompanying notes

F-2

---

|FitMedia Inc.                       
|------------------------------------
|(a development stage company)       
|                                    
|CONSOLIDATED STATEMENT OF OPERATIONS
|(expressed in U.S. dollars)         
|                                    
|                                    
|Unaudited                           

|                                  |  | For the           |   |  | For the       |   |  | For the            |   |  | For the         |  
|--------------------------------- |  | ----------------- | - |  | ------------- | - |  | ------------------ | - |  | --------------- | -
|                                  |  | cumulative period |   |  | period        |   |  | period             |   |  | period          |  
|                                  |  | August 30, 2004   |   |  | February 1,   |   |  | August 1,          |   |  | August 30, 2004 |  
|                                  |  | (date of          |   |  | 2005 to       |   |  | 2005 to            |   |  | (date of        |  
|                                  |  | inception) to     |   |  | October 31,   |   |  | October 31,        |   |  | inception) to   |  
|                                  |  | October 31,       |   |  | 2005          |   |  | 2005               |   |  | October 31,     |  
|                                  |  | 2005              |   |  | (nine months) |   |  | **(three months)** |   |  | 2004            |  
|                                  |  | $                 |   |  | $             |   |  | $                  |   |  | $               |  
|                                  |  |                   |   |  |               |   |  |                    |   |  |                 |  
|EXPENSES                          |  |                   |   |  |               |   |  |                    |   |  |                 |  
|Director fees [note 4[a]]         |  | 2,600             |   |  |              |   |  |                   |   |  |                |  
|Filing                            |  | 2,441             |   |  | 2,103         |   |  | 1,117              |   |  |                |  
|Office and miscellaneous          |  | 2,988             |   |  | 1,401         |   |  | 775                |   |  | 14              |  
|Production                        |  | 3,632             |   |  | 3,632         |   |  | 1,434              |   |  |                |  
|Professional fees                 |  | 14,141            |   |  | 11,641        |   |  | 6,347              |   |  |                |  
|Rent                              |  | 2,171             |   |  | 1,670         |   |  | 501                |   |  | 501             |  
|Total expenses                    |  | 27,973            |   |  | 20,447        |   |  | 10,174             |   |  | 515             |  
|Net loss for the period           |  | (27,973           | ) |  | (20,447       | ) |  | (10,174            | ) |  | (515            | )
|                                  |  |                   |   |  |               |   |  |                    |   |  |                 |  
|Earnings (loss) per share         |  |                   |   |  |               |   |  |                    |   |  |                 |  
|- basic and diluted               |  | (0.00             | ) |  | (0.00         | ) |  | 0.00               |   |  | 0.00            |  
|                                  |  |                   |   |  |               |   |  |                    |   |  |                 |  
|Weighted average number of shares |  |                   |   |  |               |   |  |                    |   |  |                 |  
|outstanding - basic and diluted   |  | 21,864,711        |   |  | 23,603,520    |   |  | 23,603,520         |   |  | 11,700,000      |  

See accompanying notes

F-3

---

|FitMedia Inc.                       
|------------------------------------
|(a development stage company)       
|                                    
|CONSOLIDATED STATEMENT OF CASH FLOWS
|(expressed in U.S. dollars)         
|                                    
|                                    
|Unaudited                           

|                                                  |  | For the               |   |  | For the       |   |  | For the            |   |  |             |  
|------------------------------------------------- |  | --------------------- | - |  | ------------- | - |  | ------------------ | - |  | ----------- | -
|                                                  |  | **cumulative period** |   |  | period        |   |  | period             |   |  | For the     |  
|                                                  |  | **August 30, 2004**   |   |  | February 1,   |   |  | August 1,          |   |  | period      |  
|                                                  |  | (date of              |   |  | 2005 to       |   |  | 2005 to            |   |  | August 31,  |  
|                                                  |  | inception) to         |   |  | October 31,   |   |  | October 31,        |   |  | 2004 to     |  
|                                                  |  | October 31,           |   |  | 2005          |   |  | 2005               |   |  | October 31, |  
|                                                  |  | 2005                  |   |  | (nine months) |   |  | **(three months)** |   |  | 2004        |  
|                                                  |  | $                     |   |  | $             |   |  | $                  |   |  | $           |  
|                                                  |  |                       |   |  |               |   |  |                    |   |  |             |  
|OPERATING ACTIVITIES                              |  |                       |   |  |               |   |  |                    |   |  |             |  
|Net loss for the period                           |  | (27,973               | ) |  | (20,447       | ) |  | (10,174            | ) |  | (515        | )
|Adjustment for items not involving cash:          |  |                       |   |  |               |   |  |                    |   |  |             |  
|Shares issued in lieu of rent                     |  | 2,004                 |   |  |              |   |  |                   |   |  |            |  
|Shares issued for service rendered                |  | 100                   |   |  |              |   |  |                   |   |  |            |  
|Change in non-cash working capital balances:      |  |                       |   |  |               |   |  |                    |   |  |             |  
|Prepaid expense                                   |  | (185                  | ) |  | 1,318         |   |  | 334                |   |  | (1,525      | )
|Accounts
      payable and accrued liabilities    |  | 6,675                 |   |  | 6,675         |   |  | 6,575              |   |  |            |  
|Cash used in operating activities                 |  | (19,379               | ) |  | (12,454       | ) |  | (3,265             | ) |  | (2,040      | )
|                                                  |  |                       |   |  |               |   |  |                    |   |  |             |  
|FINANCING ACTIVITIES                              |  |                       |   |  |               |   |  |                    |   |  |             |  
|Due to a related party                            |  |                      |   |  | (280          | ) |  |                   |   |  | 40          |  
|Proceeds from share issuance                      |  | 21,590                |   |  |              |   |  |                   |   |  | 4,340       |  
|Cash provided by (used in) financing              |  |                       |   |  |               |   |  |                    |   |  |             |  
|activities                                        |  | 21,590                |   |  | (280          | ) |  |                   |   |  | 4,380       |  
|                                                  |  |                       |   |  |               |   |  |                    |   |  |             |  
|Net increase (decrease) in cash and cash          |  |                       |   |  |               |   |  |                    |   |  |             |  
|equivalents                                       |  | 2,211                 |   |  | (12,734       | ) |  | (3,265             | ) |  | 2,340       |  
|Cash and cash equivalents, beginning of period    |  |                      |   |  | 14,945        |   |  | 5,476              |   |  |            |  
|Cash and cash equivalents,
      end of period    |  | 2,211                 |   |  | 2,211         |   |  | 2,211              |   |  | 2,340       |  
|                                                  |  |                       |   |  |               |   |  |                    |   |  |             |  
|Supplemental disclosures of cash flow information |  |                       |   |  |               |   |  |                    |   |  |             |  
|Interest expense paid in cash                     |  |                      |   |  |              |   |  |                   |   |  |            |  
|Income taxes paid
      in cash                   |  |                      |   |  |              |   |  |                   |   |  |            |  

See accompanying notes

F-4

---

|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

1. INCORPORATION AND BASIS OF PRESENTATION

Incorporation

FitMedia Inc. (the Company) was incorporated on
  August 30, 2004 under the laws of the State of Delaware. The Company is a development
  stage enterprise in the business of producing and distributing fitness DVDs.

Basis of presentation

These consolidated financial statements have been prepared
  in accordance with generally accepted accounting principles in the United States
  of America applicable to a going concern, which contemplates the realization
  of assets and the satisfaction of liabilities and commitments in the normal
  course of business. The Company has not generated any operating revenues to
  date, has incurred a cumulative operating loss of $27,973 and has a working
  capital deficiency of $4,279 and will require additional funds to maintain
  its operations. Managements plans in this regard are to raise equity financing
  as required and ultimately, achieve profitable operations. There is no assurance
  that the Company will be successful in achieving these goals.

These conditions raise substantial doubt about the Companys
  ability to continue as a going concern. These consolidated financial statements
  do not include any adjustments that might result from this uncertainty.

2. SIGNIFICANT ACCOUNTING POLICIES

Interim financial statements

These interim consolidated financial statements have been
  prepared using the same accounting policies as the most recent annual financial
  statements of the Company. These interim financial statements may not include
  all disclosures normally provided in the annual financial statements and should
  be read in conjunction with the Companys audited financial statements
  for the period ended January 31, 2005. Interim results are not indicative of
  the results expected for the year.

In the opinion of management, all adjustments (consisting
  of normal recurring accruals) considered necessary for a fair presentation have
  been included.

The comparative figures have recorded operations from inception
  to October 31, 2004.

F-5

---

|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

2. SIGNIFICANT ACCOUNTING POLICIES (contd.)

Principles of consolidation

These consolidated financial statements include the accounts
  of FitMedia Inc. and its wholly owned subsidiary Green Tea Productions Inc.
  The subsidiary company is inactive at this time.

All inter-company accounts and transactions have been eliminated.

Accounting estimates

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

Cash and cash equivalents

Cash equivalents comprise certain highly liquid instruments
  with a maturity of three months or less when purchased. As at October 31, 2005,
  cash and cash equivalents consist of cash only.

Advertising

The Company expenses advertising costs as incurred. There
  were no advertising expenses incurred by the Company for the period from August
  30, 2004 (inception) to October 31, 2005.

Foreign currency transactions and translations

The Company maintains its accounting records in U.S. Dollars
  and translates the foreign currency transactions as follows:

At the transaction date, each asset, liability, revenue and
  expense denominated in foreign currency is translated into U.S. dollars by the
  use of the exchange rate in effect at that date. At the period end, monetary
  assets and liabilities are remeasured by using the exchange rate in effect at
  that date. The resulting foreign exchange gains and losses are included in operations.

F-6

---

|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

2. SIGNIFICANT ACCOUNTING POLICIES (contd.)

Earnings (loss) per share

Earnings (loss) per share is computed using the weighted average
  number of shares outstanding during the period. The Company has adopted SFAS
  No. 128, Earnings Per Share. Diluted loss per share is equivalent
  to basic loss per share because there are no dilutive securities.

Fair value of financial instruments

Fair value estimates of financial instruments are made at
  a specific point in time, based on relevant information about financial markets
  and specific financial instruments. As these estimates are subjective in nature,
  involving uncertainties and matters of significant judgment, they cannot be
  determined with precision. Changes in assumptions can significantly affect estimated
  fair values.

The carrying values of cash and equivalent, accounts payable
  and accruals and amount due to a related party approximate their fair values
  because of the short-term nature of these instruments. Management is of the
  opinion that the Company is not exposed to significant interest, currency, or
  credit risks arising from these financial instruments.

Income taxes

The Company has adopted Statement of Financial Accounting
  Standards (SFAS) No. 109, Accounting for Income Taxes,
  which requires the Company to recognize deferred tax liabilities and assets
  for the expected future tax consequences of events that have been recognized
  in the Companys financial statements or tax returns using the liability
  method. Under this method, deferred tax liabilities and assets are determined
  based on the temporary differences between the financial statements and tax
  basis of assets and liabilities using enacted tax rates in effect in the years
  in which the differences are expected to reverse.

Comprehensive income

The Company has adopted Statement of Financial Accounting
  Standards No. 130 (SFAS 130), Reporting Comprehensive Income,
  which establishes standards for the reporting and displaying of comprehensive
  income, its components and accumulated balances. The Company is disclosing this
  information on its Consolidated Statement of Stockholders Equity. Comprehensive
  income comprises equity except those resulting from investments by owners and
  distributions to owners.

F-7

---

|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

2. SIGNIFICANT ACCOUNTING POLICIES (contd.)

New accounting pronouncements

In November 2004, the FASB issued SFAS No. 151, Inventory
  Costsan amendment of ARB No. 43, Chapter 4, which is the result
  of the FASBs project to reduce differences between U.S. and international
  accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight,
  handling costs, and amounts of wasted materials (spoilage) be treated as current-period
  costs. Under this concept, if the costs associated with the actual level of
  spoilage or production defects are greater than the costs associated with the
  range of normal spoilage or defects, the difference would be charged to current-period
  expense, not included in inventory costs. SFAS No. 151 will be effective for
  inventory costs incurred during fiscal years beginning after June 15, 2005.
  The adoption of SFAS No. 151 does not have an impact on the Companys consolidated
  financial statements.

In December 2004, the FASB issued SFAS No. 123(R), Accounting
  for Stock-Based Compensation. SFAS 123(R) establishes standards for the
  accounting for transactions in which an entity exchanges its equity instruments
  for goods or services. This Statement focuses primarily on accounting for transactions
  in which an entity obtains employee services in share-based payment transactions.
  SFAS 123(R) requires that the fair value of such equity instruments be recognized
  as expense in the historical financial statements as services are performed.
  Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were
  required. SFAS 123(R) shall be effective for the Company as of the beginning
  of the first interim or annual reporting period that begins after December 15,
  2005. The Company did not grant any stock options since its inception. The adoption
  of this new accounting pronouncement does not have a material impact on the
  Companys consolidated financial statements.

Revenue recognition

The Company recognizes revenue when it is realized or realizable
  and earned. The Company considers revenue realized or realizable and earned
  when it has persuasive evidence of an arrangement, the product has been shipped
  or the services have been provided to the client, the sales price is fixed or
  determinable, and collectibility is reasonably assured. The Company reduces
  revenue for estimated client returns and other allowances.

F-8

---

|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

3. INCOME TAXES

As at October 31, 2005, the Company has estimated net operating
  losses carried forward for tax purpose of $27,973, which may be applied against
  future taxable income. The potential tax benefits arising from this loss have
  not been recorded in the consolidated financial statements. The Company evaluates
  its valuation allowance requirements on an annual basis based on projected future
  operations. When circumstances change and this causes a change in the managements
  judgement about the realizability of deferred tax assets, the impact of the
  change on the valuation allowance is generally reflected in current income.

The tax effects of temporary differences that give rise to the
  Companys deferred tax asset (liability) are as follows:

|                    |  | $      |  
|------------------- |  | ------ | -
|                    |  |        |  
|Loss carryforward   |  | 9,511  |  
|Valuation allowance |  | (9,511 | )
|                    |  |       |  

4. RELATED PARTY TRANSACTIONS

The amount due to a related party is due to a director of the
  Company and is unsecured, non-interest bearing and has no stated term of repayment.

F-9

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|FitMedia Inc.                             
|------------------------------------------
|(a development stage company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|(expressed in U.S. dollars)               
|                                          
|October 31, 2005                          
|Unaudited                                 

5. COMMITMENTS

|[a] | On October 1, 2004, the Company entered a Lease Agreement
        to rent an office. The lease term is from October 1, 2004 to September
        30, 2009. The annual rent is $2,004 annually, payable for each year in
        advance within the first month of each year.                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|[b] | The Company has entered into four agreements with individuals
        to direct, produce, write and act in fitness DVDs.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The first agreement, dated June 27, 2005, is with an
        individual to write the Companys first fitness DVD. As compensation
        for the writing services, the Company has agreed to pay the individual
        $80 per hour and a 5% royalty of the Companys profits from the DVD.
        The second agreement, dated June 27, 2005, is with the same individual
        and is for acting services on the DVD. Compensation for these acting services
        will be at $80 per hour with no royalties.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The third agreement, dated June 27, 2005, is with a
        separate individual for acting services on the DVD. The compensation for
        this individual will be at $22 per hour with no royalties.                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The fourth agreement, dated June 28, 2005, is with the
        Companys CEO, director and president to act as director and producer
        for the DVD. Compensation for these services will be $400 in full with
        no royalty rights.                                                                                                                                                                                                                                                                       

F-10

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Item 2. Management's Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Fitmedia" and the Company mean Fitmedia, Inc. unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and
elsewhere in this quarterly report.

Overview

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

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

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

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

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

3

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

We intend to spend approximately $40,000 over the course of the
next year, mainly in the areas of production, administration, legal, accounting
and marketing. However, if we are successful in raising more than $35,000, we
intend to increase our spending in the areas of production and marketing, and
the acquisition of production and editing equipment (currently we own none)
according to how much capital we are able to raise.

Results of Operations from Inception (August 30, 2004) to
October 31, 2005

Revenues

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

Expenses

The major components of our expenses from August 30, 2004 to
October 31, 2005 are professional fees of $14,141, director fees paid to Roman
Onufrijchuk in the amount of $2,600, office and miscellaneous expenses of
$2,988, production expenses of $3,632 and $2,171 in rent. We expect to incur
expenses of between $2,500 and $15,000 for the production of each of our first
DVDs, plus between $500 and $1,000 for package design for each DVD we have
produced. After we have produced several DVDs, we intend to increase our
production costs to allow for instructors and on screen performers with bigger
marketing draw. If we increase our production costs, we will also likely spend
more on marketing and package design.

Net Losses

Our net loss from August 30, 2004 to October 31, 2005 was
$27,973. The loss was primarily due to auditor fees, director fees, production
fees and office expenses and a lack of revenue. We expect to continue to incur
losses for at least another 2 years. We hope to begin generating revenues from
the sale of our Prenatal Yoga DVD in 2006, but any revenues we are successful in
generating in 2006 we intend to apply to marketing expenses or to the production
expenses of further DVDs.

Liquidity and Capital Resources

As of October 31, 2005, we had cash and cash equivalents of
$2,211. We have started spending money on fitness DVD production and we intend
to begin to make financial investments in marketing and website development in
early 2006. Fitmedia expects to incur substantial losses over the next two
years.

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

$13,000 in auditor and legal fees $
3,000 for the production costs of our first Fitness DVD $ 3,000 for the
production costs of our second Fitness DVD $ 2,500 in directors fees $
3,000 general administration expenses $ 7,000 duplication costs $ 4,500
in marketing fees $ 4,000 for development of the first phase of our website
development

We need approximately an additional $38,000 to meet our capital
  requirements over the next 12 months. Our intention is to obtain this money
  through an offering of our common stock at a price of $0.15 per share. We recently
  registered on a Form SB-2 670,000 common shares for sale at a price of $0.15,
  and we have begun efforts to raise money through this offering. If we are successful
  in selling all 670,000 we will raise proceeds of approximately $100,500. Once
  our website is developed and our first two DVDs are produced, we may seek additional
  financing of between $100,000 and $500,000 to develop further products and to
  launch our products into the market.

4

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Fitmedia plans 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 Fitmedia will be able to meet its capital requirements or that its capital requirements will not increase. If Fitmedia is unable to raise necessary capital to meet its capital requirements, Fitmedia may not be able to
develop its fitness DVDs or its website and it may never be able to offer a product for sale to the public.

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

Fitmedia's independent certified public accountants stated in their report dated February 23, 2005 that Fitmedia has incurred operating losses from its inception and that Fitmedia is dependent upon its ability to meet its future financing
requirements, and the success of future operations. These factors raise substantial doubt about Fitmedia's ability to continue as a going concern.

Known Material Trends and Uncertainties

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

As of October 31, 2005, Fitmedia has no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

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

Item 3. Controls and Procedures

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

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

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

5

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Part II - OTHER INFORMATION

Item 1. 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 shareholder, is an
adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

Exhibit Number and Description

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on our behalf by
the undersigned thereunto duly authorized.

|                         | FITMEDIA, INC.                                       
|------------------------ | -----------------------------------------------------
|                         |                                                      
|Dated: December 23, 2005 | /s/
      Timothy Crottey                            
|                         | Timothy Crottey                                      
|                         | President, Chief Executive Officer,                  
|                         | Chief Financial Officer, Principal Accounting Officer

6

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