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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended April 30, 2006

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

For the transition period from _______________ to
_______________

Commission file number 333-124872

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

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

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

604.723.0954(Issuer's telephone
number)

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

23,756,264 common shares, par value $0.0001 as at June 9,
2006

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

1

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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



Fitmedia Inc. 
  (A Development Stage Company)

April 30, 2006

|                                                     | 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)

|                                                                            |  | April 30,   |   |  | January 31, |  
|--------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                            |  | 2006        |   |  | 2006        |  
|                                                                            |  | $           |   |  | $           |  
|                                                                            |  | (Unaudited) |   |  |             |  
|ASSETS                                                                      |  |             |   |  |             |  
|Current Assets                                                              |  |             |   |  |             |  
|Cash                                                                        |  | 13,420      |   |  | 14,640      |  
|Prepaid
      expenses                                                      |  | 185         |   |  | 185         |  
|Total Current Assets                                                        |  | 13,605      |   |  | 14,825      |  
|Investment in DVD Recordings (Note 4)                                       |  | 4,359       |   |  | 3,632       |  
|Property and equipment (Note 5)                                             |  | 2,292       |   |  |            |  
|Total Assets                                                                |  | 20,256      |   |  | 18,457      |  
|                                                                            |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                              |  |             |   |  |             |  
|Current Liabilities                                                         |  |             |   |  |             |  
|Accounts payable (Note 3 (c))                                               |  | 9,231       |   |  | 4,089       |  
|Accrued liabilities                                                         |  | 7,250       |   |  |            |  
|Due to
      a related party (Note 3 (a) and (b))                           |  | 9,890       |   |  | 9,000       |  
|Total Liabilities                                                           |  | 26,371      |   |  | 13,089      |  
|Contingencies and Commitments (Notes 1 and 7)                               |  |             |   |  |             |  
|Stockholders Equity (Deficit)                                              |  |             |   |  |             |  
|Preferred Stock: 20,000,000 shares authorized, $0.0001 par
      value      |  |             |   |  |             |  
|Nil shares issued and outstanding                                           |  |            |   |  |            |  
|Common Stock: 80,000,000 shares authorized, $0.0001 par value               |  |             |   |  |             |  
|23,740,404 and 23,681,186 shares issued and
      outstanding, respectively |  | 2,374       |   |  | 2,368       |  
|Additional Paid-in Capital                                                  |  | 41,753      |   |  | 32,876      |  
|Deficit Accumulated During the Development Stage                            |  | (50,242     | ) |  | (29,876     | )
|Total Stockholders
      Equity (Deficit)                                  |  | (6,115      | ) |  | 5,368       |  
|Total Liabilities and Stockholders Equity (Deficit)                        |  | 20,256      |   |  | 18,457      |  

F-1

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

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

|                                             |  | Period from         |   |  |               |   |  |               |  
|-------------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | -
|                                             |  | August 30, 2004     |   |  | For the Three |   |  | For the Three |  
|                                             |  | (Date of Inception) |   |  | Months Ended  |   |  | Months Ended  |  
|                                             |  | to April 30,        |   |  | April 30,     |   |  | to April 30,  |  
|                                             |  | 2006                |   |  | 2006          |   |  | 2005          |  
|                                             |  | $                   |   |  | $             |   |  | $             |  
|                                             |  |                     |   |  |               |   |  |               |  
|Revenue                                      |  |                    |   |  |              |   |  |              |  
|                                             |  |                     |   |  |               |   |  |               |  
|Expenses                                     |  |                     |   |  |               |   |  |               |  
|                                             |  |                     |   |  |               |   |  |               |  
|Director fees                                |  | 5,741               |   |  | 1,375         |   |  |              |  
|Office and miscellaneous                     |  | 14,055              |   |  | 6,411         |   |  | 331           |  
|Professional fees                            |  | 27,273              |   |  | 12,079        |   |  | 2,571         |  
|Rent                                         |  | 3,173               |   |  | 501           |   |  |              |  
|                                             |  |                     |   |  |               |   |  |               |  
|Total Expenses                               |  | 50,242              |   |  | 20,366        |   |  | 2,902         |  
|                                             |  |                     |   |  |               |   |  |               |  
|Net Loss For the
      Period                |  | (50,242             | ) |  | (20,366       | ) |  | (2,902        | )
|                                             |  |                     |   |  |               |   |  |               |  
|Net Loss Per Share
       Basic and Diluted |  |                     |   |  |              |   |  |              |  
|                                             |  |                     |   |  |               |   |  |               |  
|Weighted Average Shares Outstanding          |  |                     |   |  | 23,734,000    |   |  | 23,604,000    |  

F-2

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

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

|                                                                |  | For the Three |   |  | For the Three |  
|--------------------------------------------------------------- |  | ------------- | - |  | ------------- | -
|                                                                |  | Months Ended  |   |  | Months Ended  |  
|                                                                |  | April 30,     |   |  | April 30,     |  
|                                                                |  | 2006          |   |  | 2005          |  
|                                                                |  | $             |   |  | $             |  
|                                                                |  |               |   |  |               |  
|Operating Activities                                            |  |               |   |  |               |  
|Net loss for the period                                         |  | (20,366       | ) |  | (2,902        | )
|Adjustments to reconcile net loss
      to net cash used in     |  |               |   |  |               |  
|operating activities:                                           |  |               |   |  |               |  
|Amortization                                                    |  | 208           |   |  |              |  
|Change in operating assets and liabilities:                     |  |               |   |  |               |  
|Accounts payable
      and accrued liabilities                  |  | 12,392        |   |  | 381           |  
|Prepaid expenses                                                |  |              |   |  | (200          | )
|Due to related parties                                          |  | 1,375         |   |  |              |  
|Net Cash Used In Operating
      Activities                     |  | (6,391        | ) |  | (2,721        | )
|Investing Activities                                            |  |               |   |  |               |  
|Investment in DVD recordings                                    |  | (727          | ) |  |              |  
|Purchase of property and equipment                              |  | (2,500        | ) |  |              |  
|Net Cash Flows Used
      In Investing Activities               |  | (3,227        | ) |  |              |  
|Financing Activities                                            |  |               |   |  |               |  
|Repayments to a related party                                   |  | (485          | ) |  | (46           | )
|Proceeds from issuance of common
      stock                    |  | 8,883         |   |  |              |  
|Net Cash Flows Provided
      By (Used in) Financing Activities |  | 8,398         |   |  | (46           | )
|Decrease in Cash                                                |  | (1,220        | ) |  | (2,767        | )
|Cash - Beginning of
      Period                                |  | 14,640        |   |  | 14,945        |  
|Cash  End of Period                                            |  | 13,420        |   |  | 12,178        |  
|                                                                |  |               |   |  |               |  
|Supplemental Disclosures                                        |  |               |   |  |               |  
|Interest paid                                                   |  |              |   |  |              |  
|Income taxes paid                                               |  |              |   |  |              |  

F-3

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

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FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  April 30, 2006 
  (Expressed in US dollars) 
  (Unaudited)

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | FitMedia Inc. (the Company) was
        incorporated on August 30, 2004 under the laws of the State of Delaware.
        The Company is a Development Stage Company, as defined by Statement of
        Financial Accounting Standard (SFAS) No. 7 Accounting
        and Reporting by Development Stage Enterprises. The Companys
        principal business is the production, distribution and sale of DVDs related
        to exercise, healthy lifestyles, and physical and mental fitness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These interim financial statements have been
        prepared on a going concern basis, which implies the Company will continue
        to realize its assets and discharge its liabilities in the normal course
        of business. The Company has never generated revenues since inception
        and has never paid any dividends and is unlikely to pay dividends or generate
        earnings in the immediate or foreseeable future. The continuation of the
        Company as a going concern is dependent upon the continued financial support
        from its shareholders, the ability of the Company to obtain necessary
        equity financing to continue operations, and the attainment of profitable
        operations. As at April 30, 2006, the Company has accumulated losses of
        $50,242 since inception. These factors raise substantial doubt regarding
        the Companys ability to continue as a going concern. These financial
        statements do not include any adjustments to the recoverability and classification
        of recorded asset amounts and classification of liabilities that might
        be necessary should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company filed an SB-2 Registration Statement
        with the United States Securities and Exchange Commission that was declared
        effective November 3, 2005, to register 670,000 shares of common stock
        for sale at a price of $0.15 per share to raise gross proceeds of $100,500.
        The Company is also registering 203,520 shares of common stock for resale
        by existing shareholders of the Company. The Company did not receive any
        proceeds from the resale of shares of common stock by the selling stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-4

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FitMediaInc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  April 30, 2006 
  (Expressed in US dollars) 
  (Unaudited)

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

F-5

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FitMedia Inc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  April 30, 2006 
  (Expressed in US dollars) 
  (Unaudited)

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

|3. | Related Transactions
|-- | --------------------
|   |                     
|   | a)                  
|   |                     
|   | b)                  
|   |                     
|   | c)                  

F-6

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FitMediaInc. 
  (A Development Stage Company) 
  Notes to the Consolidated Financial Statements 
  April 30, 2006 
  (Expressed in US dollars) 
  (Unaudited)

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

| |                      |  |       |  |  |              |  |  | April 30,    |  |  | January 31,  | 
| | -------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                      |  |       |  |  |              |  |  | 2006         |  |  | 2006         | 
| |                      |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                      |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                      |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                      |  |       |  |  |              |  |  |              |  |  |              | 
| | Projects in progress |  | 4,359 |  |  |             |  |  | 4,359        |  |  | 3,632        | 

|5. | Property and Equipment
|-- | ----------------------

| |                    |  |       |  |  |              |  |  | April 30,    |  |  | January 31,  | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2006         |  |  | 2006         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,500 |  |  | 208          |  |  | 2,292        |  |  |             | 

|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | 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 will pay $1,000 and issue 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 April 30, 2006, the Company is indebted
        to the director for $1,000 in director fees, and 2,500 shares of common
        stock with a fair value of $375. The common shares were issued on May
        8, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-7

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Item 2. Management's Plan of Operation.

FORWARD-LOOKING STATEMENTS

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

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

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

All dollar amounts refer to US dollars unless otherwise
indicated.

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

Overview

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

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

Our existence is dependent upon management's ability to develop
profitable operations. Management anticipates Fitmedia will attain profitable
status and improve our liquidity through the continued developing of our
products and establishing a profitable market for our products and additional
equity investment in Fitmedia. We completed principal photography on our first
DVD, Prenatal Yoga, in Summer 2005, and we have recently completed editing the
video and are now must finalizing the menu for the DVD. We are also currently
working on the package design. We expect to begin selling our DVD and begin
receiving revenues from the sale of first DVD in July or August, 2006.

None of our DVD production activities are generating revenues
yet.

In order to improve our liquidity, we intend to raise money
through private placements of our securities. There can be no assurance we will
be successful in our efforts to secure additional equity financing. If we are
unable to raise equity or obtain alternative financing, we may not be able to
continue operations with respect to the continued development of fitness DVDs,
the launch and operation of our website www.fitmedia.net and we may have to cease development
activities.

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

We intend to spend approximately $40,000 over the course of the
next year, mainly in the areas of production, administration, legal, accounting
and marketing. However, if we are successful in raising more than $25,000 during
the next 12 months, we intend to increase our spending in the areas of
production and

---

marketing, and the acquisition of production and editing
equipment (currently we own none) according to how much capital we are able to
raise.

We are in the final stages of completing our Pre-Natal Yoga DVD
and we expect to be generating revenues by August, 2006.

Results of Operations from Inception (August 30, 2004) to
April 30, 2006

Revenues

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

Expenses

The major components of our expenses from August 30, 2004 to
April 30, 2006 are professional fees of $27,273, director fees paid to Roman
Onufrijchuk in the amount of $5,741, office and miscellaneous expenses of
$14,055 and $3,173 in rent. We expect to incur expenses of between $2,500 and
$15,000 for the production of each of our first DVDs, plus between $500 and
$1,000 for package design for each DVD we have produced. After we have produced
several DVDs, we intend to increase our production costs to allow for
instructors and on screen performers with bigger marketing draw. If we increase
our production costs, we will also likely spend more on marketing and package
design.

Net Losses

Our net loss from August 30, 2004 to April 30, 2006 was
$50,242. The loss was primarily due to auditor fees, director fees, production
fees and office expenses and a lack of revenue. We expect to continue to incur
losses for at least another 2 years. We hope to begin generating revenues from
the sale of our Prenatal Yoga DVD in 2006, but any revenues we are successful in
generating in 2006 we intend to apply to marketing expenses or to the production
expenses of further DVDs.

Liquidity and Capital Resources

As of April 30, 2006, we had cash and cash equivalents of
$13,420. We have been spending money on fitness DVD production and we intend to
begin to make financial investments in marketing and website development during
the next 12 months. We expect to incur substantial losses over the next two
years.

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

$13,000 in auditor and legal fees $
1,000 to complete production and package design for our first Fitness DVD $
5,000 for the production costs of our second Fitness DVD $ 2,500 in
directors fees $ 3,000 general administration expenses $ 7,000
duplication costs $ 2,500 in marketing fees $ 6,000 for development of
the second phase of our website

We need approximately an additional $25,360 to meet our capital
requirements over the next 12 months. Our intention is to obtain this money
through private placements offering of our common stock, or through shareholder
loans from our President. We recently registered on a Form SB-2 670,000 common
shares for sale at a price of $0.15, and as of January 31, 2006 we had raised
$11,650 through the sale of 77,666 shares through this offering. Between January
31, 2006 and May 3, 2006, we raised an additional $8,882.70 through the issuance
of 59,218 shares.

If we raise more than $25,360 over the next 12 months we will
use the excess to develop new products or services. Once our website is
developed and our first two DVDs are produced, we may seek additional financing
of between $100,000 and $500,000 to develop further products and to launch our
products into the market.

---

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

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

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

Known Material Trends and Uncertainties

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

As of April 30, 2006, we have no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.

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

Item 3. Controls and Procedures

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

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

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

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

---

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

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

On November 3, 2005, our Registration Statement on Form SB-2
dated October 20, 2005 was declared effective. The SB-2 registered 203,520
common shares to be sold by a direct offering and 670,000 common shares for sale
through a direct offering by our officers and directors at a price of $0.15.
From January 10 to January 31, 2006 we raised $11,650 through the sale of 77,666
shares through this offering. From February 1, 2006 to April 30, 2006 we raised
an additional $8,882.70 through the sale of 59,218 shares in this offering.
There were no underwriters involved in the offering. There were no direct or
indirect payments to directors, officers, affiliates or persons owning more than
10% of the Company made in connection with issuance of the shares sold in the
direct offering. From November 3, 2005, the date of effectiveness of the Form
SB-2, to April 30, 2006, we did not incur any expenses for the offering.
Therefore, our net proceeds of our offering as of April 30, 2006 was $20,532.70.
We closed our offering on May 3, 2006. Since the offering was closed, we did not
sell any shares through the offering from May 4, 2006.

We have incurred the following expenses during the three month
period ended April 30, 2006:

- Office and miscellaneous, including filing fees: $6,410.98
- Director fees: $1,375.00
- Professional Fees, which includes accounting and legal fees: $12,079.00
- Rent: $501.00
- Media Inventory: $727.40
- Computer: $2,500.00

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

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

Exhibit Number and Description

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

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

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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: June 14, 2006 | */s/
      Timothy Crottey*                                
|                     | Timothy Crottey                                            
|                     | President, Chief Executive Officer,                        
|                     | Chief Financial Officer, Principal Accounting
      Officer

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