UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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 March 31, 2006

|_|   Transition  report  under  Section 13 or 15(d) of the Exchange Act For the
transition period from _________ to _________

                         Commission File Number: 0-51091

                             AEROBIC CREATIONS INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer In Its Charter)

              Nevada                                        20-0781155
-------------------------------                  -------------------------------
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization                       Identification No.)

   201 - 15225 Thrift Avenue
White Rock, B.C., Canada V4B 2K9                         (604) 576-2327
--------------------------------                 -------------------------------
(Address of principal executive                  (Registrant's telephone number,
          offices)                                      including area code)


                                      None
        -----------------------------------------------------------------
       Former Name, Address and 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 required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

We had a total of 1,800,000 shares of common stock, par value $.001,  issued and
outstanding at March 31, 2006 and as of the date of the filing of this report.

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

Transitional Small Business Disclosure Format: Yes |_| No |X|


<PAGE>

                                TABLE OF CONTENTS

                          PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements...............................................  1

Item 2.  Management's Discussion and Analysis or Plan of Operation ......... 10

Item 3.  Controls and Procedures............................................ 12

                           PART II: OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 13

Item 2.  Unregistered Sales of Securities and Use of Proceeds............... 13

Item 3.  Defaults Upon Senior Securities.................................... 13

Item 4.  Submission of Matters to a Vote of Security Holders................ 13

Item 5.  Other Information ................................................. 13

Item 6.  Exhibits and Reports on Form 8-K................................... 13

Signatures.................................................................. 14


<PAGE>

                         Part I - FINANCIAL INFORMATION
                         ------------------------------

Item 1. Financial Statements
-----------------------------

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments,  that  are  necessary  for  a  fair  presentation  of  Registrant's
financial  position and the results of our  operations  for the interim  periods
presented.  Because of the nature of our business, the results of operations for
the three  months  ended March 31, 2006 are not  necessarily  indicative  of the
results that may be expected for the full fiscal year.


                                       1
<PAGE>

                             Aerobic Creations Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                    March 31,2006   December 31, 2005
                                                      Unaudited
<S>                                                   <C>                 <C>
ASSETS

Current Assets

Cash                                                  $   9,300            $  12,010
                                                      ------------------------------

Total Assets                                          $   9,300            $  12,010
                                                      ==============================

Liabilities

Current Liabilities

Accounts Payable                                      $   2,460            $   4,210
                                                      ------------------------------

Total Liabilities                                     $   2,460            $   4,210
                                                      ==============================

STOCKHOLDERS' EQUITY

Common Stock 100,000,000 authorized shares,
par value $.001; 1,800,000 shares issued and
outstanding (December 31, 2005 - 1,800,000)           $   1,800            $   1,800

Additional Paid-in-Capital                            $  42,400            $  42,400
Deficit accumulated during development stage          $ (37,360)           $ (36,400)
                                                      ------------------------------

Total Stockholders' Equity                            $   6,840            $   7,800
                                                      ==============================

Total Liabilities and Stockholders' Equity            $   9,300            $  12,010
</TABLE>

          See accompanying notes to the interim financial statements.


                                       2
<PAGE>


                             Aerobic Creations Inc.
                        (A Development Stage Enterprise)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     Three Months      Three Months   February 25, 2004
                                        Ended             Ended        (inception) to
                                    March 31, 2006   March 31, 2005    March 31, 2006
<S>                                  <C>              <C>              <C>
                      Revenues:

                       Revenues                 --               --               --

                      Expenses:

             Office and General      $         860    $         443    $      16,052

              Professional Fees      $         100    $       6,104    $      21,308
                                     -----------------------------------------------

                 TOTAL EXPENSES      $         960    $       6,547    $      37,360
                                     ===============================================

        Net Loss for the period      $        (960)   $      (6,547)   $     (37,360)

     Basic and Diluted Loss Per
                   Common Share      $       (0.01)   $       (0.00)   $        0.00

     Weighted Average Number of
      Common Shares Outstanding          1,800,000        1,800,000        1,800,000
</TABLE>


          See accompanying notes to the interim financial statements.


                                       3
<PAGE>

                             Aerobic Creations Inc.
                        (A Development Stage Enterprise)
                        Interim Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
                                                    Three Months          Three Months       February 25, 2004
                                                       Ended                  Ended           (inception) to
                                                   March 31, 2006        March 31, 2005        March 31, 2006
<S>                                                <C>                   <C>                   <C>
Cash Flows from Operating Activities:

Net Loss for the period                            $        (960)        $      (6,547)        $     (37,360)

Accounts Payable                                   $      (1,750)        $         196         $       2,460
                                                   ---------------------------------------------------------

Net Cash Used in Operating Activities              $      (2,710)        $      (6,351)        $     (34,900)


Cash Flows from Financing Activities:

Common Stock issued for Cash, net                  $           0         $           0         $      44,200

Net Cash Provided from Financing Activities        $           0         $           0         $      44,200

Net Increase in Cash                               $      (2,710)        $      (6,351)        $       9,300

Cash Balance, Begin Period                         $      12,010         $      31,395         $           0

Cash Balance, End Period                           $       9,300         $      25,044         $       9,300

Supplemental Disclosures:

Cash Paid for interest                             $           0         $           0         $           0

Cash Paid for income taxes                         $           0         $           0         $           0
</TABLE>


          See accompanying notes to the interim financial statements.


                                       4
<PAGE>

                             Aerobic Creations Inc.
                        (A Development Stage Enterprise)
     Statement of Stockholders' Equity For the period from February 25, 2004
                    (inception) to March 31, 2006 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          Accumulated
                                                                                         Deficit During        Total
                                                          $0.001          Paid-In         Development      Stockholders'
                                         Shares         Par Value         Capital            Period            Equity
<S>                   <C>               <C>            <C>              <C>               <C>               <C>
Balance, 2/25/2004

Shares issued for cash at $0.005
per share in February 2004              1,000,000      $     1,000      $     4,000                         $     5,000

Shares issued for cash at $0.05
per share - May 2004 (net of
commission $800)                          800,000      $       800      $    38,400                         $    39,200

Net Loss for the period from
February 25, 2004 (inception) to
December 31, 2004                                                                         $   (17,043)      $   (17,043)
                                      ----------------------------------------------------------------------------------

Balance, 12/31/2004                     1,800,000      $     1,800      $    42,400       $   (17,043)      $    27,157

Net Loss for the three month
period ended March 31, 2005
(UNAUDITED)                                                                               $    (6,547)      $    (6,547)
                                      ----------------------------------------------------------------------------------

Balance, 3/31/2005                      1,800,000      $     1,800      $    42,400       $   (23,590)      $    20,610

Net Loss for the period from
February 25, 2004 (inception) to
December 31, 2005                                                                         $   (19,357)      $   (19,357)
                                      ----------------------------------------------------------------------------------

Balance 12/31/2005                      1,800,000      $     1,800      $    42,400       $   (36,400)      $     7,800

Net Loss for the three month
period ended March 31, 2006                                                               $      (960)      $      (960)
                                      ----------------------------------------------------------------------------------

Balance, 3/31/2006                      1,800,000      $     1,800      $    42,400       $   (37,360)      $     6,840
</TABLE>


          See accompanying notes to the interim financial statements.


                                       5
<PAGE>

                             Aerobic Creations Inc.
                        (A Development Stage Enterprise)
                           March 31, 2006 (unaudited)
                      Notes to Interim Financial Statements

Note 1 - Nature of operations and basis of presentation
-------------------------------------------------------
Organization
------------

Aerobic  Creations Inc. (the "Company") was  incorporated  under the laws of the
State of Nevada on February 25, 2004 for the purpose of producing,  distributing
and marketing aerobics workout DVD's.

The Company  has a total of  100,000,000  authorized  shares with a par value of
$0.001 per share and  1,800,000  shares issued and  outstanding  as of March 31,
2006.

During 2004, the Company filed a Form 504 Registration  Statement with the State
of Nevada and raised $40,000 by way of an offering memorandum for 800,000 shares
of the Company's common stock at a price of $0.05 per share. The funds are being
used for ongoing corporate expenses and working capital.

The Company has completed a Form 10SB registration statement with the Securities
and Exchange Commission and has received approval from the National  Association
of Securities  Dealers (NASD) to list its shares for trading on the OTC Bulletin
Board (OTCBB).  Such shares are currently  listed on the OTCBB under the trading
symbol AERC.

The 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 been in the
initial  organization  stage  since  inception  and  has  no  current  operating
revenues.  The Company's  ability to continue as a going concern is dependent on
raising  additional  capital to fund future operations or generating net profits
from its planned business operations to ultimately attain profitable operations.

The Company's officers and directors have agreed to advance funds to the Company
on an as-needed  basis for  operating  expenses  until such time as it generates
operating revenues and becomes  profitable.  Any such advances or loans would be
repaid from  revenues as and when they become  available,  at no  interest.  The
Company does not expect to satisfy its cash requirements for business operations
for the next 12 months with  current  cash in the bank and funds  advanced  from
officers and directors as may be required. The Company anticipates that it might
have to raise additional funds or seek bank loans or other financing to fund its
business  operations  for the next 12 months.  Accordingly,  these factors raise
substantial doubt as to the Company's ability to continue as a going concern.

Unaudited Interim Financial Statements
--------------------------------------

The accompanying  unaudited interim  financial  statements have been prepared in
accordance  with United States  generally  accepted  accounting  principles  for
interim  financial  information  and with the  instructions  to Form  10-QSB  of
Regulation S-B. They do not include all  information  and footnotes  required by
United States generally  accepted  accounting  principles for complete financial
statements.  However,  except as  disclosed  herein,  there has been no material
changes in the  information  disclosed in the notes to the financial  statements
for the year ended December 31, 2005 included in the Company's  Annual Report on
Form 10-KSB  filed with the  Securities  and  Exchange  Commission.  The interim
unaudited  financial  statements  should  be  read  in  conjunction  with  those
financial  statements and the notes thereto  included in the Form 10-KSB for the
year ended December 31, 2005, filed with the Securities and Exchange  Commission
on March 29, 2006.  In the opinion of  management,  all  adjustments  considered
necessary  for a  fair  presentation,  consisting  solely  of  normal  recurring
adjustments,  have been made. Operating results for the three months ended March
31, 2006 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2006.


                                       6
<PAGE>

                             Aerobic Creations Inc.
                        (a development stage enterprise)
                           March 31, 2006 (unaudited)
                      Notes to Interim Financial Statements


Note 2 - Summary of Significant Accounting Policies
----------------------------------------------------
Basis of presentation
---------------------

The accompanying  unaudited financial  statements are presented in United States
dollars  and have been  prepared in  accordance  with  United  States  generally
accepted accounting  principles.  Note 2 should also be read in conjunction with
Note 1 (Unaudited Interim Financial Statements).

Development Stage Enterprise
----------------------------

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting Standards Board Statement ("SFAS") No. 7. The Company is devoting all
of its present efforts to securing and establishing a new business.  Its planned
principal  operations  have not commenced and  accordingly,  no revenue has been
derived during the organizational period.

Use of Estimates
----------------

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures  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.

Fair Value of Financial Instruments
-----------------------------------

In accordance  with the  requirements  of SFAS No. 107  "Disclosures  about Fair
Value of Financial  Instruments",  management  has determined the estimated fair
value  of  financial   instruments   using  available  market   information  and
appropriate  valuation  methodologies.  The fair value of financial  instruments
classified as current assets (i.e. cash) or liabilities (i.e.  accounts payable)
approximate   the  carrying  value  due  to  the  short-term   maturity  of  the
instruments.


                                       7
<PAGE>

                             Aerobic Creations Inc.
                        (a development stage enterprise)
                           March 31, 2006 (unaudited)
                      Notes to Interim Financial Statements

Income Taxes
------------

The Company has adopted and accounts for income taxes pursuant to the provisions
of SFAS No. 109,  "Accounting  for Income Taxes".  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 the accompanying  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.

Loss per Share
-------------------------

The  Company  computes  net 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  statement  of  operations.
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  potentially
dilutive  common shares  outstanding  during the period using the treasury stock
method and convertible  preferred stock using the 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 potentially  dilutive shares if their effect
is  anti-dilutive.   The  Company  has  not  issued  any  potentially   dilutive
instruments  since  inception  and  accordingly  only  basic  loss per  share is
presented.

Stock-Based Compensation
------------------------

The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.

Comprehensive Income
--------------------

SFAS No.  130,  "Reporting  Comprehensive  Income,"  establishes  standards  for
reporting  and  presentation  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among other  disclosures,  SFAS No.130 requires that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial  statements.  The Company has not had any
transactions requiring disclosure of comprehensive income.

Note 3 - Common Stock
---------------------

The Company's authorized  capitalization is 100,000,000 common shares with a par
value of $0.001 per share.


                                       8
<PAGE>

                             Aerobic Creations Inc.
                        (a development stage enterprise)
                           March 31, 2006 (unaudited)
                      Notes to Interim Financial Statements

The Company has not granted any stock  options to date and has not  recorded any
stock-based compensation.

Effective  February 25, 2004 a total of 1,000,000 shares of the Company's common
stock were  issued to the  founding  officers  and  directors  pursuant to stock
subscription agreements at $0.005 per share for total proceeds of $5,000.

From May 11,  2004 to May 26,  2004 a total of 800,000  shares of the  Company's
common stock were issued to 26  investors at $0.05 per share for total  proceeds
of $39,200,  net of commissions of $800, pursuant to an offering conducted under
an  exemption  provided  by Rule 504 of  Regulation  D,  promulgated  under  the
Securities Act of 1933, as amended.  None of these shares were issued to related
parties. The offering was registered by qualification by the Nevada Secretary of
State Securities Division on May 6, 2004.

Note 4 - Related Parties
------------------------

During  our  most  recently  completed  fiscal  quarter,   the  Company  had  no
significant related party transactions with any related individuals or entities.

During our most recently completed fiscal quarter, the Company used office space
provided by the directors of the Company on a rent-free basis not subject to any
formal rental or lease agreement. The Company has determined that the fair value
of the  office  space  provided  is not  significant  and as such  has not  been
recorded in these financial statements.

Note 5 - Income Taxes
---------------------

The Company has net operating loss carry-forwards of approximately $32,000 which
may be available to offset future  taxable  income.  Due to the  uncertainty  of
realization of these loss  carry-forwards,  a full valuation  allowance has been
provided for this deferred tax asset.

There were no temporary  differences  between the  Company's  tax and  financial
bases  that  result in  deferred  tax  assets  or  liabilities,  except  for the
Company's net operating loss carry-forwards  amounting to approximately  $36,400
at December 31, 2005,  which may be available to reduce  future  year's  taxable
income. These  carry-forwards will expire, if not utilized,  commencing in 2024.
Management believes that the realization of the benefits from these deferred tax
assets  appears  uncertain due to the Company's  limited  operating  history and
continuing losses.  Accordingly,  a full, deferred tax asset valuation allowance
has been provided and no deferred tax asset benefit has been recorded.

Note 6 - Subsequent Events
--------------------------

On April 12, 2006,  Bartly J. Loethen  purchased  500,000  shares of  restricted
common stock from Nicole Funk and 500,000 shares of restricted common stock from
Norm Funk, collectively representing approximately 55.6% of the total issued and
outstanding shares of Common Stock of the Company


                                       9
<PAGE>

The total purchase price for the shares was $75,000.00. The source of the funds
for the purchase by Mr. Loethen was personal funds.

Further,  effective April 12, 2006, Norm Funk resigned as Director and Secretary
of the  Corporation.  Bartly J. Loethen was  appointed by Nicole Funk,  the sole
remaining Director of the Company, to replace Norm Funk as a Director.

Effective April 13, 2006, Nicole Funk resigned as a Director and President/Chief
Executive  Officer/Chief  Financial  Officer/Treasurer  of the  Company  and was
replaced by Bartly J. Loethen.

A Form 8-K report  regarding  the above  change in control of the  Company;  the
departure of directors or principal officer; election of directors;  appointment
of principal officers was filed with the SEC on April 18, 2006.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
-----------------------------------------------------------------

The following  discussion  should be read in  conjunction  with the  information
contained in the audited financial statements and notes thereto set forth in our
Annual Report on Form 10-KSB for the year ended December 31, 2005,  which can be
found in its  entirety  on the SEC  website at  www.sec.gov,  under our SEC File
Number 0-51091.

Note Regarding Forward-Looking Statements
-----------------------------------------

The statements  contained in this Form 10-QSB that are not purely historical are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about our expectations, beliefs, intentions
or  strategies  for the future,  which are indicated by words or phrases such as
anticipate,  expect,  intend,  plan,  will,  the  Company  believes,  management
believes and similar words or phrases. The forward-looking  statements are based
on our current expectations and are subject to certain risks,  uncertainties and
assumptions. Our actual results could differ materially from results anticipated
in these forward-looking  statements. All forward-looking statements included in
this document are based on information  available to us on the date hereof,  and
we assume no obligation to update any such forward-looking statements.

Company Background
------------------

Aerobic Creations Inc. was incorporated under the laws of the State of Nevada on
February  25,  2004 for the purpose of  producing,  distributing  and  marketing
aerobics  workout  DVD's,  but is  currently  has no  on-going  operations.  The
Company's  only asset is cash.  Accordingly,  the  Company is a "shell  company"
within the meaning  assigned that term in Rule 12b-2 of the Securities  Exchange
Act of 1934, as amended (the "Exchange Act").

Subsequent to March 31, 2006, Mr. Bartly J. Loethen, an individual, acquired
control of the Company through the purchase of 1,000,000 shares of the Company's
common stock for $75,000 pursuant to a Stock Purchase Agreement, dated April 12,
2006. This transaction was disclosed in the Company's current report on Form
8-K, filed on April 18, 2006.


                                       10
<PAGE>

Results of Operations
---------------------

Three Months Ended March 31, 2006 compared to the Three Months Ended
March 31, 2005
--------------------------------------------------------------------

We are a development stage company and have not yet generated any revenues since
inception.  In May 2004,  we  completed  an initial  offering of our  securities
pursuant to an exemption  provided by Rule 504 of  Regulation  D,  registered by
qualification  in the State of Nevada,  and raised a total of $40,000,  which we
have been using for ongoing  corporate  expenses and working capital.  We are in
the  development  stage  and,  at March 31,  2006,  have not yet sold any of our
products or realized any income.

Total  expenses were $960 for the three months ended March 31, 2006,  consisting
of $860 in office and general expense and $100 in professional fees, as compared
to $6,547 for the three  months  ended  March 31,  2005,  consisting  of $443 in
office and general  expense and $6,104 in  professional  fees. The  professional
fees were  attributed to fees incurred in connection  with the  preparation  and
filing of our quarterly reports with the U.S. Securities and Exchange Commission
(SEC).  Net loss was $960 for the three months ended March 31, 2006, as compared
to a net loss of $6,547 for the period ended March 31, 2005.  We have incurred a
net loss of $37,360 since inception on February 25, 2004.

Liquidity and Capital Resources
-------------------------------

Our liquidity at March 31, 2006  consists  solely of our cash in the bank in the
amount of approximately $9,300. Our current liabilities consist of approximately
$2,460 in accounts  payable.  As of March 31,  2005,  we had  current  assets of
approximately  $25,044  consisting  solely of cash,  and current  liabilities of
approximately $4,434.

Net cash used in operating  activities for the three months ended March 31, 2006
was $2,710, which was attributed to general and administrative expenses incurred
in our day-to-day  operations and the preparation and filing of our reports with
the SEC in the amount of $960 and accounts  payable in the amount of $1,750;  as
compared to net cash used in  operating  activities  for the three  months ended
March 31,  2005 in the amount of $6,351,  which was  attributed  to general  and
administrative expenses incurred in our day-to-day operations.

Our  stockholders'  equity  was  $6,840 at March 31,  2006 or $0.003  per share,
compared to $20,610 as at March 31, 2005 or $.01 per share.

Net cash provided by financing  activities  for the three months ended March 31,
2006 was $0, which was the same for the three months ended March 31, 2005.

The  Company  does not  expect to satisfy  its cash  requirements  for  business
operations  for the next 12  months  with  current  cash in the  bank and  funds
advanced from officers and directors as may be required. The Company anticipates
that it  might  have to  raise  additional  funds  or seek  bank  loans or other
financing to fund its business  operations for the next 12 months.  Accordingly,
these factors raise substantial doubt as to the Company's ability to continue as
a going concern. In the second fiscal quarter, there can be no guarantee that we
will have  sufficient  capital or will be able to obtain  sufficient  capital to
meet our operational obligations or execute our business plans.


                                       11
<PAGE>

Our financial  statements are prepared using the accrual method of accounting in
accordance  with GAAP,  and have been prepared on a going concern  basis,  which
contemplates  the realization of assets and the settlement of liabilities in the
normal course of business. We had an accumulated deficit of $37,360 at March 31,
2006.

We may  elect to raise  additional  capital  in the  future,  from time to time,
through   equity  or  debt   financings  in  order  to  capitalize  on  business
opportunities and market conditions;  however, there can be no assurance that we
can raise additional financing on favorable terms.

In the next 12  months,  we do not  intend  to spend  any  substantial  funds on
research and development and do not intend to purchase any major equipment.

We do not intend to hire any new employees  during the ensuing year,  unless our
business operations expand sufficiently to warrant additional staff.

We do not anticipate any material  commitments  for capital  expenditures in the
near term.  We are not aware of any trend in our  industry or capital  resources
which may have a negative impact on our income or revenues.

Off-Balance Sheet Arrangements
------------------------------

We  have  no  off-balance  sheet   arrangements  or  contractual  or  commercial
commitments.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------
Evaluation of Disclosure Controls and Procedures
------------------------------------------------

Under the supervision and with the  participation  of our management,  including
our principal  executive officer and the principal  financial  officer,  we have
conducted an evaluation of the  effectiveness of the design and operation of our
disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934, as of the end of the period covered
by this report.  Based on this evaluation,  our principal  executive officer and
principal  financial  officer  concluded  as of the  evaluation  date  that  our
disclosure  controls  and  procedures  were  effective  such  that the  material
information  required to be included in our Securities  and Exchange  Commission
reports is recorded, processed,  summarized and reported within the time periods
specified  in SEC  rules  and  forms  relating  to our  company,  including  any
consolidating  subsidiaries,  and was made  known to us by others  within  those
entities, particularly during the period when this report was being prepared.

During our most recently  completed  fiscal quarter ended March 31, 2006,  there
were no  significant  changes in our internal  controls or in other factors that
could significantly  affect these controls subsequent to the evaluation date. We
have not identified any significant  deficiencies or material  weaknesses in our
internal controls, and therefore there were no corrective actions taken.

The directors and officers  during the first three month period ending March 31,
2006, the current reporting period, have subsequently been replaced by Bartly J.
Loethen,  as reported  on the Form 8-K filed with the  Securities  and  Exchange
Commission  on April  18,  2006,  who will  take over the  internal  control  of
financial reporting in the upcoming fiscal quarters.


                                       12
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1. LEGAL PROCEEDINGS
-------------------------
Not Applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------
Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
Not Applicable

ITEM 5. OTHER INFORMATION
-------------------------
Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

A) The  following  exhibits,  marked with an asterisk  and  required to be filed
hereunder,  are  incorporated  herein  by  reference  and can be  found in their
entirety in our original Form 10-SB Registration Statement, filed under SEC File
Number 0-51091 on the SEC website at www.sec.gov:

Exhibit No.     Description
-----------     -----------
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
  31            Sec. 302 Certification
  32            Sec. 906 Certification


B) There were no reports on Form 8-K filed  during the  quarter  ended March 31,
2006. A report was filed on Form 8-K with the Securities and Exchange Commission
on April 18, 2006 subsequent to the quarter ending March 31, 2006.


                                       13
<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        Aerobic Creations Inc.,
                                        a Nevada corporation
                                        -----------------------

Date:  May 4, 2006                     By: /s/ Bartly J. Loethen, President,
                                               CEO, CFO, Treasurer, Principal
                                               Accounting Officer and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                        Aerobic Creations Inc.,
                                        a Nevada corporation
                                        -----------------------

Date:  May 4, 2006                      By: /s/ Bartly J. Loethen President,
                                                CEO, CFO, Treasurer, Principal
                                                Accounting Officer and Director


                                       14