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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended July 31, 2007

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

For the transition period from _______________ to
_______________

Commission file number 000-51755

FITMEDIA INC.(Exact
name of registrant as specified in its charter)

|Delaware                                         | 98-0533824                          
|------------------------------------------------ | ------------------------------------
|(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)                          

604.723.0954(Issuer's telephone
number)

________________________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

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

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

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

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. [   ] Yes   [   ] No

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 7, 2007, the registrants outstanding common
stock consisted of 23,832,064shares.

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Table of Contents

|Part I - FINANCIAL INFORMATION | 2                                                                        
|------------------------------ | -------------------------------------------------------------------------
|                               | Item 1. Financial Statements.                                            
|                               | Item 2. Management's Discussion and Analysis
      or Plan of Operation. 
|                               | Item 3. Controls and Procedures                                          
|Part II - OTHER INFORMATION    | 12                                                                       
|                               | Item 1. Legal Proceedings.                                               
|                               | Item 2. Unregistered Sales of Equity Securities
      and Use of Proceeds
|                               | Item 3. Defaults Upon Senior Securities                                  
|                               | Item 4. Submission of Matters to a Vote
      of Security Holders.       
|                               | Item 5. Other Information.                                               
|                               | Item 6. Exhibits.                                                        

1

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The unaudited financial statements of Fitmedia Inc.
(Fitmedia, we, our, us) follow. All currency references in this report
are in US dollars unless otherwise noted.

FitMedia Inc. (A Development Stage Company)

July 31, 2007



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

2

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

|                                                                       |  | July 31, |   |  | January 31, |  
|---------------------------------------------------------------------- |  | -------- | - |  | ----------- | -
|                                                                       |  | 2007     |   |  | 2007        |  
|                                                                       |  | $        |   |  | $           |  
|                                                                       |  |          |   |  |             |  
|ASSETS                                                                 |  |          |   |  |             |  
|Current Assets                                                         |  |          |   |  |             |  
|Cash                                                                   |  | 2,865    |   |  | 2,789       |  
|Prepaid expenses (Note 3)                                              |  | 1,185    |   |  | 2,185       |  
|Total Current Assets                                                   |  | 4,050    |   |  | 4,974       |  
|Investment in DVD Recordings and Screenplays (Note 4)                  |  | 6,954    |   |  | 6,258       |  
|Property and Equipment (Note 5)                                        |  | 1,250    |   |  | 1,667       |  
|Total Assets                                                           |  | 12,254   |   |  | 12,899      |  
|                                                                       |  |          |   |  |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                  |  |          |   |  |             |  
|Current Liabilities                                                    |  |          |   |  |             |  
|Accounts payable (Note 7(b))                                           |  | 35,481   |   |  | 12,432      |  
|Accrued liabilities (Note 6)                                           |  |         |   |  | 1,879       |  
|Due
      to a related party (Note 7(a))                               |  | 16,115   |   |  | 14,945      |  
|Total Liabilities                                                      |  | 51,596   |   |  | 29,256      |  
|Contingencies and Commitments (Notes 1 and 8)                          |  |          |   |  |             |  
|Subsequent Event (Note 9)                                              |  |          |   |  |             |  
|Stockholders 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 shares issued and outstanding                               |  | 2,383    |   |  | 2,383       |  
|Common stock subscribed (Note 8)                                       |  | 150      |   |  |            |  
|Additional Paid-in Capital                                             |  | 56,623   |   |  | 56,623      |  
|Deficit Accumulated During the Development Stage                       |  | (98,498  | ) |  | (75,363     | )
|Total
      Stockholders Deficit                                      |  | (39,342  | ) |  | (16,357     | )
|Total Liabilities and Stockholders Deficit                            |  | 12,254   |   |  | 12,899      |  

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

F-1

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

Accumulated fromAugust 30, 2004
      
    
    For the
      
    
    For the
      
    
    For the
      
    
    For the(Date of Inception)
      
    
    Three Months
      
    
    Three Months
      
    
    Six Months
      
    
    Six Monthsto July 31,
      
    
    Ended July 31,
      
    
    Ended July 31,
      
    
    Ended July 31,
      
    
    Ended July 31,2007
      
    
    2007
      
    
    2006
      
    
    2007
      
    
    2006$
      
    
    $
      
    
    $
      
    
    $
      
    
    $Revenue
    
      
      
    
    
      
    
    
      
    
    
      
    
    ExpensesDirector fees
    
      6,891
      
    
    1,150
      
    
    
      
    
    1,150
      
    
    1,375Office and
      miscellaneous
    
      33,455
      
    
    4,547
      
    
    9,570
      
    
    6,333
      
    
    15,980Professional fees
    
      52,476
      
    
    5,888
      
    
    2,251
      
    
    14,652
      
    
    14,331Rent
    
      5,676
      
    
    500
      
    
    501
      
    
    1,000
      
    
    1,002Total Expenses
    
      98,498
      
    
    12,085
      
    
    12,322
      
    
    23,185
      
    
    32,688Net
      Loss For the Period
    
      (98,498
      )
    
    (12,085
      )
    
    (12,322
      )
    
    (23,185
      )
    
    (32,688
      )Net
      Loss Per Share  Basic and Diluted
    
      
      
    
    
      
    
    
      
    
    
      
    
    Weighted Average Shares Outstanding
    
      
      
    
    23,832,000
      
    
    23,755,000
      
    
    23,832,000
      
    
    23,744,000


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

F-2

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

|                                                            |  | For the        |   |  | For the        |  
|----------------------------------------------------------- |  | -------------- | - |  | -------------- | -
|                                                            |  | Six Months     |   |  | Six Months     |  
|                                                            |  | Ended July 31, |   |  | Ended July 31, |  
|                                                            |  | 2007           |   |  | 2006           |  
|                                                            |  | $              |   |  | $              |  
|                                                            |  |                |   |  |                |  
|                                                            |  |                |   |  |                |  
|Operating Activities                                        |  |                |   |  |                |  
|Net loss for the period                                     |  | (23,185        | ) |  | (32,688        | )
|Adjustments to reconcile net
      loss to net cash used in |  |                |   |  |                |  
|operating activities:                                       |  |                |   |  |                |  
|Amortization                                                |  | 417            |   |  | 417            |  
|Common stock issuable for
      directors fees              |  | 150            |   |  |               |  
|Stock-based
      compensation                              |  |               |   |  | 2,045          |  
|Change in operating assets and liabilities:                 |  |                |   |  |                |  
|Prepaid expenses                                            |  | 1,000          |   |  |               |  
|Accounts payable and accrued liabilities                    |  | 21,170         |   |  | 7,808          |  
|Net Cash Used In Operating Activities                       |  | (398           | ) |  | (22,418        | )
|Investing Activities                                        |  |                |   |  |                |  
|Investment in
      DVD recordings                          |  | (696           | ) |  | (727           | )
|Purchase of property and equipment                          |  |               |   |  | (2,500         | )
|Net Cash Used In Investing Activities                       |  | (696           | ) |  | (3,227         | )
|Financing Activities                                        |  |                |   |  |                |  
|Advances from a
      related party                         |  | 1,170          |   |  |               |  
|Proceeds from common stock
      subscribed                 |  |               |   |  | 10,500         |  
|Proceeds from
      issuance of common stock                |  |               |   |  | 8,883          |  
|Repayments to a related party                               |  |               |   |  | (485           | )
|Net Cash Provided By Financing Activities                   |  | 1,170          |   |  | 18,898         |  
|Increase (Decrease) in Cash                                 |  | 76             |   |  | (6,747         | )
|Cash  Beginning of Period                                  |  | 2,789          |   |  | 14,640         |  
|Cash  End of
      Period                                  |  | 2,865          |   |  | 7,893          |  
|                                                            |  |                |   |  |                |  
|Supplemental Disclosures                                    |  |                |   |  |                |  
|Interest paid                                               |  |               |   |  |               |  
|Income taxes paid                                           |  |               |   |  |               |  

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

F-3

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FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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 July 31, 2007, the Company
      has a working capital deficit of $47,546 and accumulated losses of $97,348
      since inception. These factors raise substantial doubt regarding the
      Companys ability to continue as a going concern. These consolidated
      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On September 7, 2007, the Company entered into a Letter
      of Intent (LOI) with Ren Ji Investment Company Ltd. (Ren Ji) to
      exchange 18,500,000 common shares of the Company in exchange for cash
      proceeds of $540,000 and a $50,000 non-refundable deposit to be delivered
      within seven days of the signed LOI. Refer to Note 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-4

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FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|2. | Summary of Significant Accounting Policies
    (Continued)
|-- | ----------------------------------------------------------

| |    | The consolidated financial statements included herein are
      unaudited; however, they contain all normal recurring accruals and
      adjustments that, in the opinion of management, are necessary to present
      fairly the Companys financial position at July 31, 2007, and the results
      of its operations and cash flows for the three and six month periods ended
      July 31, 2007 and 2006. The results of operations for the three and six
      months ended July 31, 2007 are not necessarily indicative of the results
      to be expected for future quarters or the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | c) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The preparation of these consolidated financial
      statements in accordance with United States generally accepted accounting
      principles 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 revenue and
      expenses in the reporting period. The Company regularly evaluates
      estimates and assumptions related to stock-based compensation expense and
      deferred income tax asset valuations. The Company bases its estimates and
      assumptions on current facts, historical experience and various other
      factors that it believes to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the carrying
      values of assets and liabilities and the accrual of costs and expenses
      that are not readily apparent from other sources. The actual results
      experienced by the Company may differ materially and adversely from the
      Companys estimates. To the extent there are material differences between
      the estimates and the actual results, future results of operations will be
      affected.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | d) | Basic and Diluted Net Income (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The Company computes net income (loss) per share in
      accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128
      requires presentation of both basic and diluted earnings per share (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period.
      Diluted EPS gives effect to all dilutive potential common shares
      outstanding during the period using the treasury stock method and
      convertible preferred stock using the if-converted method. In computing
      Diluted EPS, the average stock price for the period is used in determining
      the number of shares assumed to be purchased from the exercise of stock
      options or warrants. Diluted EPS excludes all dilutive potential shares if
      their effect is anti dilutive.                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | e) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive loss
      and its components in the consolidated financial statements. As at July
      31, 2007 and 2006, the Company has no items that represent a comprehensive
      loss and, therefore, has not included a schedule of comprehensive loss in
      the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | f) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | g) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Property and equipment consists of computer equipment
      recorded at cost and amortized on a straight-line basis over a three-year
      period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | h) | Advertising                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | The Company expenses advertising costs as incurred. There
      have been no advertising expenses incurred by the Company since
      inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-5

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FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

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

| | i) | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In accordance with Securities and Exchange Commission
      (SEC) Staff Accounting Bulletin No. 104 (SAB 104), Revenue
      Recognition, the Company will recognize product revenue when the
      following fundamental criteria are met: (i) persuasive evidence of an
      arrangement exists, (ii) delivery has occurred or services have been
      rendered, (iii) the price to the customer is fixed or determinable and
      (iv) collection of the resulting receivable is reasonably assured. These
      criteria are usually met at the time of product shipment.                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company will record reductions to revenue for
      estimated product returns and pricing adjustments, such as competitive
      pricing programs and rebates, in the same period that the related revenue
      is recorded. The amount of these reductions will be based on historical
      sales returns, analysis of credit memo data, specific criteria included in
      rebate agreements, and other factors known at the time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | j) | Investment in DVD Recordings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Investment in DVD recordings represent projects in
      progress and the unamortized costs of programs and recordings which have
      been produced by the Company or for which the Company has acquired a
      copyright interest or the rights to future revenue. Such costs include
      development and production expenditures, capitalized overhead and
      financing costs and other costs, which are expected to benefit future
      periods. Under AICPA Statement of Position (SOP) No. 00-2                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Accounting by Producers or Distributors of Filmsexploitation costs, including advertising and marketing costs are
      expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Projects in progress include the costs of developing DVD
      recordings. Such costs are capitalized and, upon completion of production,
      are added to investment in DVD recordings. Advances or contributions
      received from third parties to assist in development are deducted from
      these costs. Projects in progress are written off at the earlier of the
      date determined not to be recoverable or when projects in progress are
      abandoned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Amortization is determined based on the ratio that
      current gross revenues bear to management's estimate of total remaining
      ultimate gross DVD revenue as of the beginning of the current fiscal year
      on a program by program basis (the "individual DVD forecast
      method"). Revenue and DVD costs are continually reviewed by management
      and revised when warranted by changing conditions. When estimates of total
      revenues and costs indicate that a DVD program will result in an ultimate
      loss, a reduction in the carrying value of the investment is recognized to
      the extent that capitalized DVD costs exceed estimated fair value. Such
      adjustments could have a material effect on the results of operations in
      future periods. Production financing provided by third parties that
      acquire substantive equity participation is recorded as a reduction of
      costs of the production.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Capitalized DVD costs are stated at the lower of
      unamortized cost or estimated fair value on an individual DVD basis. Fair
      market value is based on the discounted projected net cash flows. The
      determination of the projected net cash flows and discount rates are
      subjective in nature and involve uncertainties and matters of significant
      judgement by management. Costs of developing original screenplays are
      capitalized, and upon commencement of production, are added to investment
      in film and television programs. Projects in development are written off
      at the earlier of the date determined not to be recoverable or when
      projects under development are abandoned, and three years from the date of
      the initial investment.                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | k) | Shipping and Handling Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | EITF 00-10 Accounting for Shipping and Handling fees
      and Costs establishes standards for the classification of shipping
      and handling costs. All amounts billed to a customer related to shipping
      and handling are classified as revenue. All costs incurred by the Company
      for shipping and handling are included in cost of
sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-6

---

FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|2. | Summary of Significant Accounting Policies
    (Continued)
|-- | ----------------------------------------------------------

| | l) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The fair value of financial instruments, which include
      cash, accounts payable, accrued liabilities and amounts due to a related
      party were estimated to approximate their carrying values due to the
      immediate or short-term maturity of these financial instruments.
      Management is of the opinion that the Company is not exposed to
      significant interest, currency or credit risks arising from financial
      instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | m) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109 Accounting for Income Taxes as
      of its inception. 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 consolidated 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | n) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Companys functional and reporting currency is the
      United States dollar. Monetary assets and liabilities denominated in
      foreign currencies are translated in accordance with SFAS No. 52
      Foreign Currency Translation, using the exchange rate prevailing
      at the balance sheet date. Gains and losses arising on settlement of
      foreign currency denominated transactions or balances are included in the
      determination of income. Foreign currency transactions are primarily
      undertaken in Canadian dollars. The Company has not, to the date of these
      financials statements, entered into derivative instruments to offset the
      impact of foreign currency fluctuations.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | o) | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
      Assets and Financial Liabilities  Including an Amendment of FASB
      Statement No. 115. This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value.
      Most of the provisions of SFAS No. 159 apply only to entities that elect
      the fair value option. However, the amendment to SFAS No. 115
      Accounting for Certain Investments in Debt and Equity Securities
      applies to all entities with available-for-sale and trading securities.
      SFAS No. 159 is effective as of the beginning of an entitys first fiscal
      year that begins after November 15, 2007. Early adoption is permitted as
      of the beginning of a fiscal year that begins on or before November 15,
      2007, provided the entity also elects to apply the provision of SFAS No.
      157, Fair Value Measurements.The adoption of this statement is
      not expected to have a material effect on the Company's consolidated
      financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS 157 defines fair value,
      establishes a framework for measuring fair value in generally accepted
      accounting principles, and expands disclosures about fair value
      measurements. SFAS 157 applies under other accounting pronouncements that
      require or permit fair value measurements and does not require any new
      fair value measurements. The provisions of SFAS No. 157 are effective for
      fair value measurements made in fiscal years beginning after November 15,
      2007. The adoption of this statement is not expected have a material
      effect on the Company's future reported financial position or results of
      operations.                                                                                                                                                                                                                                   

F-7

---

FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|2. | Summary of Significant Accounting Policies
    (Continued)
|-- | ----------------------------------------------------------

| | p) | Recently Adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In September 2006, the SEC issued Staff Accounting
      Bulletin (SAB) No. 108, Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements. SAB No. 108 addresses how the effects of prior year
      uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires
      companies to quantify misstatements using a balance sheet and income
      statement approach and to evaluate whether either approach results in
      quantifying an error that is material in light of relevant quantitative
      and qualitative factors. SAB No. 108 is effective for periods ending after
      November 15, 2006. The adoption did not have a material effect on the
      consolidated financial statements.                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In September 2006, the FASB issued SFAS No. 158,
      Employers Accounting for Defined Benefit Pension and Other
      Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106,
      and 132(R). This statement requires employers to recognize the
      overfunded or underfunded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its
      statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This statement also requires an employer to
      measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The provisions
      of SFAS No. 158 are effective for employers with publicly traded equity
      securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement did not have a material effect on the
      Company's reported financial position or results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In June 2006, the Financial Accounting Standards Board
      (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty
      in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more
      likely than not recognition threshold and second, measuring that tax
      position to determine the amount of benefit to be recognized in the
      consolidated financial statements. FIN 48 provides guidance on the
      presentation of such positions within a classified statement of financial
      position as well as on derecognition, interest and penalties, accounting
      in interim periods, disclosure, and transition. FIN 48 is effective for
      fiscal years beginning after December 15, 2006. The adoption of this
      statement did not have a material effect on the Company's reported
      financial position or results of operations.                                                                                                                                                           

|3. | Prepaid Expenses                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                        
|   | As at July 31, 2007, prepaid expenses consist of $1,000
      (January 31, 2007 - $2,000) of prepaid rent and $185 (January 31, 2007 -
      $185) of prepaid services.

F-8

---

FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|4. | Investment in DVD Recordings and
  Screenplays
|-- | ----------------------------------------------

| |                      |  |       |  |  |              |  |  | July 31,     |  |  | January 31,  | 
| | -------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                      |  |       |  |  |              |  |  | 2007         |  |  | 2007         | 
| |                      |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                      |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                      |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                      |  |       |  |  |              |  |  |              |  |  |              | 
| | Projects in progress |  | 6,954 |  |  |             |  |  | 6,954        |  |  | 6,258        | 

|   | A total of $5,920 represents projects in progress
      relative to DVD recordings and $1,034 represents the costs incurred
      relating to developing original screenplays.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|a. | Property and Equipment                                                                                                                                                        

| |                    |  |       |  |  |              |  |  | July 31,     |  |  | January 31,  | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2007         |  |  | 2007         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,500 |  |  | 1,250        |  |  | 1,250        |  |  | 1,667        | 

|6. | Accrued Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Accrued liabilities consists of $Nil (January 31, 2007 -
      $1,879) owing for professional fees.                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | 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. As at July 31, 2007, the Company owes $1,000 and 2,500 common
      shares with a fair value of $0.06 per common share, or $150, to the
      Director of the Company.

F-9

---

FitMedia Inc. (A Development Stage Company) Notes to
Consolidated Financial Statements (Unaudited)

|9. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On September 7, 2007, the Company entered into a Letter
      of Intent (LOI) with Ren Ji Investment Company Ltd. (Ren Ji), a
      corporation organized and existing under the laws of the Hong Kong SAR of
      the Peoples Republic of China, to sell 18,500,000 restricted common
      shares of the Company in exchange for cash proceeds of $540,000 and a
      $50,000 non-refundable deposit to be delivered within seven days of the
      signed LOI. Under the terms of the LOI, Ren Ji will transfer 100% of the
      outstanding common shares of the company in exchange for the further
      issuance of 55,000,000 common shares of the Company. The transactions will
      result in a reverse takeover where Ren Ji will hold 73,500,000 or 93.2% of
      the issuance and outstanding common shares of the
  Company.

F-10

---

Item 2. Management's Discussion and Analysis or Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This report on Form 10-QSB contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.

Overview

Fitmedia Inc. was incorporated as a Delaware company on August
30, 2004. We are a development stage company. We plan to sell DVDs through small
retail stores 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 DVDs.

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. The show will be called
Green Tea - Holistic Health for Modern Times, and will showcase holistic
health care techniques, practices and products. We have not yet signed a
producer or director for the show, but are currently developing the format of
the 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. On June 28, 2005, we entered
into an agreement with Timothy Crottey, our President, to act as director and
producer for the Prenatal Yoga DVD. Between July and August, 2005 we completed
principal photography of our first DVD, Fitmedias Prenatal Yoga. We announced
completion of the Prenatal Yoga DVD in a press release on October 2, 2006. On
January 3, 2007 our internet site, www.fitmedia.net, launched its e-commerce capabilities
and we have made the Prenatal Yoga DVD available for sale there.

3

---

We anticipate that our business will incur significant
operating losses in the future. We expect to begin selling our DVD and begin
receiving revenues from the sale of our first DVD in November 2007. The
following factors raise substantial doubt regarding the ability of our business
to continue as a going concern: (i) the losses we incurred since our inception;
(ii) no revenues have been generated since our inception; and (iii) our
dependence on the sale of equity securities and the receipt of capital from
outside sources to continue in operation. Our auditors have issued a going
concern opinion. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.

Description of Property

On 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.

Results of Operations for the three months ended July 31,
2007, six months ended July 31, 2007 and for the period accumulated from August
30, 2004 (date of inception) to July 31, 2007

Revenues

We have never earned any revenues since our inception on August
30, 2004. We have completed our first DVD and hope to generate revenues from its
sale on our website in November 2007.

Expenses

From August 30, 2004 (date of inception) to July 31, 2007, we
incurred total expenses of $98,498, including $52,476 in professional fees,
$6,891 in director fees, $33,455 in office and miscellaneous, and $5,676 for
office rent. For the three months ended July 31, 2007 our total expenses were
$12,085, including $5,888 in professional fees, $1,150 in director fees, $4,547
in office and miscellaneous, and $500 for office rent. For the six months ended
July 31, 2007 our total expenses $23,185, including $14,652 in professional
fees, $1,150 in director fees, $6,333 in office and miscellaneous, and $1,000
for office rent.

By comparison, our total expenses for the three months ended
July 31, 2007 was $12,085 compared to total expenses of $12,322 for the three
months ended July 31, 2006. Our total expenses for the six months ended July 31,
2007 was $23,185 compared to $32,688 for the six months period ended July 31,
2006. This decrease in total expenses was mainly due to decreased web
development activities.

4

---

By comparison, our professional fees for the three months ended
July 31, 2007 were $5,888, compared to $2,251 for the same period ended July 31,
2006. Our professional fees for the six months ended July 31, 2007 was $14,652
compared to $14,331 for the same period in 2006. For both periods, the
professional fees consisted primarily of legal, accounting and auditing fees.
This increase in professional fees was due to increased legal and auditing
services in the last quarter. From August 30, 2004 (date of inception) to July
31, 2007, we incurred total professional fees of $52,476.

We incurred directors fees of $1,150 for the three months ended
July 31, 2007 compared to $nil for the same period in 2006. For the six months
ended July 31, 2007, we incurred directors fees of $1,150 compared to director
fees of $1,375 for the six months ended July 31, 2006. The 2006 directors fees
consisted of amounts paid to Roman Onufrijchuk. From August 30, 2004 (date of
inception) to July 31, 2007, we incurred director fees of $6,891.

By comparison, our office and miscellaneous expenses for the
three months ended July 31, 2007 were $4,547 compared to $9,570 for the three
months ended July 31, 2006. Our office and miscellaneous expenses for the six
month period ended July 31, 2007 were $6,333 compared to $15,980 for the six
months ended July 31, 2006. The general decrease in office and administrative
expenses over these periods is due to our decreased promotion, marketing,
entertainment and other ancillary expenses.

Net Losses

From August 30, 2004 (date of inception) to July 31, 2007, we
incurred a net loss of $98,498. Our net loss per share was nil for the period
from August 30, 2004 (date of inception) to July 31, 2007.

For the three months ended July 31, 2007 we incurred a net loss
of $12,085 compared to a net loss of $12,322 for the three months ended July,
31, 2006. For the six months ended July 31, 2007 we incurred a net loss of
$23,185 compared to a net loss of $32,688 for the same period in 2006. The
decrease in net losses is due mainly to decreases in our day to day operating
costs. Our net loss per share was $nil for the three months ended July 31, 2007.

Out net loss to date is primarily due to auditor fees, director
fees, production fees and office expenses and a lack of revenues. We expect to
continue to incur losses for at least another two years. We hope to begin
generating revenues from the sale of our Prenatal Yoga DVD in late 2007.

Plan of Operations

We have been focusing our capital expenditures on fitness DVD
production and website development. We expect to incur substantial losses over
the next two years. We intend to spend approximately $60,000 over the course of
the next 12 months (beginning September 2007), mainly in the areas of
development, production, administration, legal, accounting and marketing.

5

---

We expect to generate revenues from the sale of our Prenatal
Yoga DVD in late 2007. Through our wholly-owned subsidiary, Green Tea
Productions, Inc., we have developed a plan for a health and fitness themed
television series. To date, we have developed a preliminary series bible for a
potential first season of the series.

Because we have experienced difficulty raising equity and have
not yet generated any revenues from our DVD production activities, we are
considering changing the focus of our activities. We may change our focus toward
another business such as construction materials.

If we were to become involved in construction materials 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 may also seek to appoint new directors and officers with
experience in the new industry in order to effectively develop and execute a new
plan of operation. If we adopt a new business plan involving construction
materials, we might pursue the acquisition of assets relating to this line of
work, and our financing requirements may increase dramatically.

On August 10, 2007, we entered into a Letter of Intent relating
to a potential reverse merger of Biomedic (Shang Hai) Ltd. into Fitmedia. On
September 4, 2007, Biomedic gave Fitmedia notice that it would not pursue the
merger and that Fitmedia was entitled to retain the $25,000 non-refundable
deposit.

However, on September 8, 2007 we entered into another,
similarly structured LOI, with Timothy Crottey, our President and majority
shareholder, Mr. Zhao Shou Ren (owner of 100% of the share capital of Ren Ji
Cement Investment Company Limited), Ren Ji Cement Investment Company Limited
(Renji Investment)(owner of 100% of the share capital of Ren Ji Cement Company
Limited), Ren Ji Cement Company Limited (HK Renji)(owner of 100% of the share
capital of Anhui Province Runji Cement Company Limited), Anhui Province Runji
Cement Company Limited (Anhui Runji) relating to a reverse merger of Renji
Investment into Fitmedia. Certain provisions in the LOI are legally binding and
others are not.

The material terms of the LOI are as follows:

Non-Binding Provisions:

- Timothy Crottey and Mr. Zhao Shou Ren will enter into a stock purchase
  agreement (SPA) which will provide for the sale by Mr. Crottey to Mr. Zhao
  Shou Ren of 18,500,000 restricted common shares of Fitmedia for a purchase
  price of $540,000 against which is credited a $50,000 non refundable deposit.
- The parties will enter into a share exchange agreement (SEA) pursuant to
  which a) Mr. Zhao Shou Ren will transfer to Fitmedia all of the outstanding
  share capital of Renji Investment and b) Fitmedia will issue to Mr. Zhao Shou
  Ren 55,000,000 common shares of Fitmedia. The result of the SPA and the SEA
  when executed is that Mr. Zhao Shou Ren will own 73,500,000 shares of
  Fitmedias common stock which is 93% of the outstanding common stock of
  Fitmedia.

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- The parties shall perform any necessary due diligence relating to the
  transactions by September 15, 2007.
- Fitmedia will file with the SEC all necessary documents to disclose the
  transaction.

Binding Provisions:

- The parties agree to negotiate exclusively with each other as regards the
  SPA and the SEA and the reverse merger with Fitmedia.
- The parties agree not to disclose to any third parties any information
  about each other which is confidential.
- By September 15, 2007 Fitmedia shall be delivered a non-refundable fee of
  $50,000. The fee is only refundable where (a) Fitmedia has delayed or
  prevented the consummation of the SPA and the SEA by refusing or neglecting to
  take the necessary actions to complete the transactions; and (b) if Mr. Zhao
  Shou Ren or Anhui Runji inform Fitmedia in writing before September 15, 2007
  that they are not satisfied with their due diligence review of Fitmedias
  business.
- The LOI may be terminated by (a) Fitmedia or Anhui Runji in writing, prior
  to September 15, 2007, by stating that they are dissatisfied with their due
  diligence review; (b) by any party if the SPA and the SEA are not signed by
  September 15, 2007; (c) by Fitmedia if the purchase price of $490,000,
  representing the balance of the purchase price for the 18,500,000 Fitmedia
  shares has not been deposited in an escrow account pending closing of the
  transactions; and (d) by either party if the transactions contemplated by the
  LOI, namely the SPA and the SEA have not occurred by October 31, 2007 (the
  Final Closing Date).
- The Final Closing Date may be extended for a period of 30 days upon payment
  of a non-refundable fee to Fitmedia of $60,000. Of this $60,000 fee, only
  $30,000 shall be creditable to the purchase price. This fee will only be
  refunded if Anhui Runji and, or Anhui Runji fails to consummate the SPA and
  the SEA by November 30, 2007 because Fitmedia has delayed or prevented their
  execution by refusing or neglecting to take the necessary actions to complete
  the transactions.

If we are successful in executing the SPA and the SEA as is
anticipated by the LOI, then we anticipate that our business plan will change
significantly, as will our costs and expenses for the next 12 months.

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Liquidity and Capital Resources

As of July 31, 2007, we had cash of $2,865 and working capital
deficit of $47,546. Our accumulated deficit was $98,498 as at July 31, 2007. Our
net loss of $98,498 from August 30, 2004 (date of inception) to July 31, 2007
was mostly funded by our equity financing. During the six months ended July 31,
2007, we did not raise any capital from equity financing, compared to $19,383 in
equity financing for the same period ended July 31, 2006. The increase in cash
during the six months ended July 31, 2007 was $76, compared to a decrease in
cash for the six months ended July 31, 2006 of $6,747.

For the six months ended July 31, 2007, we used net cash in
operating activities of $398 and net cash of $696 in investment in DVD
recordings and screenplays. For the six months ended July 31, 2007, we received
net cash of $1,170 from a related party advance, and raised no other financing.
During the six months ended July 31, 2007 our monthly cash requirement was
approximately $182 for combined operating and investing activities. As at July
31, 2007 we have cash of $2,865 which will cover our costs for approximately 15
months according to our current monthly burn rate.

We estimate that our expenses over the next 12 months
(beginning September 2007) will be approximately $60,000 as follows:

$ 20,000 in auditor and legal fees
$ 12,000 in directors fees $ 10,000 in production and development
expenses $ 10,000 in marketing fees $ 3,000 in general administration
expenses$ 5,000 in additional financing costs

Of the $60,000 we need for the next 12 months, we had $2,865 in
cash as of July 31, 2007. The balance of our cash requirements for the next 12
months (approximately $57,000) we intend to raise from private placements,
shareholder loans or possibly a registered public offering (either
self-underwritten or through a broker-dealer) within the next few months. At
this time we do not have any commitments from any broker-dealer to provide us
with financing. In order to improve our liquidity, we also 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. However, there can be no assurance
we will be successful in our efforts to secure additional equity financing and
our financing needs may change if we decide to pursue a different business plan
altogether.

If we are unsuccessful in raising enough money through future
capital raising efforts, we may review other financing possibilities such as
bank loans. If we cannot raise at least $57,000, we will not be able to carry
out our full business plan and we may have to cease operations. 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 our liquidity
problems.

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Need for Additional Capital

There is limited historical operating information about us upon
which to base an evaluation of our performance. We are a development stage
company and have generated no revenues. We cannot guarantee we will be
successful in our business operations or that our business operations will not
change directions. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.

We have no assurance that future financing will be available to
us on acceptable terms. Obtaining additional financing will be subject to a
number of factors including market conditions, investor acceptance of our
business plan and investor sentiment. These factors may make the timing, amount,
terms and conditions of additional financing unattractive or unavailable to us.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. If we are unable to raise additional
financing, we will have to significantly reduce our spending, delay or cancel
planned activities or substantially change our current corporate structure. In
such an event, we intend to implement expense reduction plans in a timely
manner. However, these actions would have material adverse effects on our
business, revenues, operating results, and prospects, resulting in a possible
failure of our business. If we raise funds through equity or convertible
securities, our existing stockholders may experience dilution and our stock
price may decline.

We have incurred operating losses from our inception and we are
dependent upon our ability to raise capital from stockholders or other sources
to sustain operations. These factors raise substantial doubt about our ability
to continue as a going concern.

Known Material Trends and Uncertainties

As of July 31, 2007, we had 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.

In view of the uncertainties concerning our continued existence
as a going concern, our management plans to mitigate the effect of such
conditions and intends to take the following steps in the event that we are not
able to raise sufficient funds to meet the needs of our business plans:

- continue our equity financing; and
- negotiate with consultants or contractors to pay parts of salaries and
  fees with stock and stock options instead of cash.

We are considering changing the focus of our activities toward
another business such as construction materials. Changing the business focus may
have a material effect on our business, impact our profitability and lower the
value of your investment, because operational and acquisition expenses in
interests or properties may dramatically increase and investors may not accept
our new business plan.

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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, or changes in general
economic conditions.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 to the financial statements, includes a summary of
the significant accounting policies and methods used in the preparation of our
financial statements. The following is a discussion of critical accounting
policies and methods used by us.

Investment in DVD recordings

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

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

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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 judgement by management. Costs of
developing original screenplays are capitalized, and upon commencement of
production, are added to investment in film and television programs. Projects in
development are written off at the earlier of the date determined not to be
recoverable or when projects under development are abandoned, and three years
from the date of the initial investment.

We have produced one DVD recording to date. Since August 30,
2004 (date of inception) to July 31, 2007 we capitalized the following costs.

|                     |  |       |  |  |              |  |  | July 31,  |  |  | January 31, | 
|-------------------- |  | ----- |  |  | ------------ |  |  | --------- |  |  | ----------- | 
|                     |  |       |  |  | Accumulated  |  |  | 2007 Net  |  |  | 2007 Net    | 
|                     |  | Cost  |  |  | Amortization |  |  | Carrying  |  |  | Carrying    | 
|                     |  | ($)   |  |  | ($)          |  |  | Value ($) |  |  | Value ($)   | 
|                     |  |       |  |  |              |  |  |           |  |  |             | 
|Projects in progress |  | 6,954 |  |  |             |  |  | 6,954     |  |  | 6,258       | 

A total of $5,920 represents projects in progress relative to
DVD recordings and $1,034 represents the costs incurred relating to developing
original screenplays.

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 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our Chief Executive Officer and Chief Financial Officer
evaluated our disclosure controls and procedures (as defined in Rule 13a-14
(c) of the Securities Exchange Act of 1934 (the Exchange Act) as of a date
within 90 days before the filing date of this report and has concluded that as
of the evaluation date, our disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions
rules and forms.

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(b) Changes in internal controls

Subsequent to the date of their evaluation, there were no
significant changes in our internal controls over financial reporting or in
other factors that could significantly affect these controls. There were no
significant deficiencies or material weaknesses in our internal controls so no
corrective actions were taken.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party against us. None of our
directors, officers or affiliates is (i) a party adverse to us in any legal
proceedings, or (ii) have an adverse interest to us in any legal proceedings.
Management is not aware of any other legal proceedings that have been threatened
against us.

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

During the three months ended July 31, 2007, we did not make
any sales of unregistered securities.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

|Exhibit | Description                                                                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                 
|10.1    | Lease Agreement (1)                                                                                                                                                                                             
|        |                                                                                                                                                                                                                 
|10.2    | LOI dated September 8, 2007 (2)                                                                                                                                                                                 
|        |                                                                                                                                                                                                                 
|31.1    | Certification
        of the Chief Executive Officer and Chief Financial Officer Pursuant to
        Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                                                                 
|32.1    | Certification
        of the 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) | Included as an exhibit to Form 10-QSB filed with the SEC
      on June 14, 2007
|--- | -------------------------------------------------------------------------------
|(2) | Included as exhibit to Form 8-K filed with the SEC on
      September 11, 2007 

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: September 14, 2007 | /s/
      Timothy Crottey                    
|                          | Timothy Crottey                              
|                          | President, Chief Executive Officer,          
|                          | Chief Financial Officer, Principal Accounting
|                          | Officer                                      

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