UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                         FORM 10-QSB/A

[X]  Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31, 2005

[ ]  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, 2005.

Transitional Small Business Disclosure Format:  Yes     No X


                                1
<PAGE>

                      TABLE OF CONTENTS

                  PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements......................................... 2

Item 2.  Management's Discussion and Analysis or Plan of Operation ... 9

Item 3.  Controls and Procedures...................................... 10

                    PART II: OTHER INFORMATION

Item 6.  Exhibits..................................................... 11

Signatures............................................................ 11




                 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 and
nine months ended March 31, 2005 are not necessarily indicative
of the results that may be expected for the full fiscal year.


















                                  2
<PAGE>

<TABLE><CAPTION>
                              Aerobic Creations Inc.
                        (A Development Stage Enterprise)
                                 Balance Sheets

A S S E T S
-----------                               March 31, 2005  December 31, 2004
                                            (Unaudited)
                                          --------------  -----------------
<S>                                            <C>               <c>
Current Assets
--------------
Cash                                         $   25,044      $   31,395
                                             ----------      ----------
Total  Assets                                $   25,044          31,395
                                             ==========      ==========
L I A B I L I T I E S
---------------------
Current Liabilities
-------------------
Accounts Payable	                     $    4,434           4,238
                                             ----------
Total Liabilities                                 4,434           4,238
                                             ----------      ----------
S T O C K H O L D E R S '    E Q U I T Y
----------------------------------------
Common Stock - Note 3
 100,000,000 authorized shares,
 par value $0.001
 1,800,000 shares issued and outstanding         1,800            1,800
Additional Paid-in-Capital                      42,400           42,400
Deficit accumulated during development stage   (23,590)         (17,043)
                                             ----------      ----------
Total Stockholders' Equity                      20,610           27,157
                                             ----------      ----------
Total Liabilities and Stockholders' Equity   $  25,044       $   31,395
                                             =========       ==========
</TABLE>

Going Concern Contingency (Note 1)

           The accompanying notes are an integral part of these interim
                             financial statements.

                                      3
<PAGE>

<TABLE><CAPTION>
                        Aerobic Creations Inc.
                   (A Development Stage Enterprise)
                        Statements of Operations
                            (Unaudited)

                                       Three Months    February 25, 2004  February 25, 2004
                                          Ended          (inception) to     (inception) to
                                      March 31, 2005     March 31, 2004     March 31, 2005
                                      --------------   -----------------  -----------------
<S>                                        <C>               <c>                <c>
Revenues:
--------
Revenues                                $        -         $       -          $       -
                                        ----------         ---------          ---------

Expenses:
---------
Office and general                             443                 7              3,918
Professional fees                            6,104             3,520             19,672
                                        ----------         ---------          ---------
Total Expenses                               6,547             3,527             23,590
                                        ----------         ---------          ---------
Net Loss for the period                 $   (6,547)           (3,527)           (23,590)
                                        ==========         =========          =========
Basic and Diluted Loss Per
Common Share                            $    (0.00)        $   (0.00)
                                        ----------         ---------
Weighted Average number of
Common Shares outstanding                1,800,000         1,000,000
                                        ==========         =========
</TABLE>

           The accompanying notes are an integral part of these interim
                             financial statements.

                                       4
<PAGE>


<TABLE><CAPTION>

                     Aerobic Creations Inc
                (A Development Stage Enterprise)
              Statemenst of  Stockholders' Equity
For the period from February 25, 2004 (inception) to March 31, 2005 (unaudited)

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

Shares issued for
cash at $0.005 per
share-Feb. 2004        1,000,000    1,000    4,000           -       5,000

Shares issued for
cash at $0.05 per
share-May 2004,
net of commission
of $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,
December 31, 2004      1,000,000    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,
March 31, 2005
(unaudited)            1,000,000    1,800   42,400      (23,590)    20,610
                       =========== ======== ========  ========== ===========
</TABLE>


           The accompanying notes are an integral part of these interim
                             financial statements.

                                           5
<PAGE>

<TABLE><CAPTION>

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

                                               Three Months   February 25, 2004  February 25, 2004
                                                 ended         (inception) to     (inception) to
                                              March 31, 2005    March 31, 2004     March 31, 2005
                                              --------------  -----------------  -----------------
<S>                                               <C>                <c>                <c>
Cash Flows from Operating Activities:
------------------------------------
Net Loss for the period                        $   (6,547)      $      (3,527)     $  (23,590)
Accounts Payable                                      196               1,070           4,434
                                               ----------       -------------      ----------
Net Cash Used in Operating Activities              (6,351)             (2,457)        (19,156)
                                               ----------       -------------      ----------
Cash Flows from Financing Activities:
------------------------------------
Common Stock issued for cash, net                       0               5,000          44,200
                                               ----------       -------------      ----------
Net Cash Provided from Financing Activities             0               5,000          44,200
                                               ----------       -------------      ----------
Net Increase in Cash                               (6,351)              2,543          25,044
                                               ----------       -------------      ----------
Cash Balance,  Begin Period                        31,395                   -               -
                                               ----------       -------------      ----------
Cash Balance,  End Period                      $   25,044       $       2,543          25,044
                                               ==========       =============      ==========
Supplemental Disclosures:
------------------------
Cash Paid for interest                         $       -        $          -       $        -
                                               =========        ============       ==========
Cash Paid for income taxes                     $       -        $          -       $        -
                                               =========        ============       ==========
</TABLE>


           The accompanying notes are an integral part of these interim
                             financial statements.


                                     6
<PAGE>

                           Aerobic Creations Inc.
                      (A Development Stage Enterprise)
                       March 31, 2005 (unaudited)
                    Notes to Interim Financial Statements

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

The Company has a total of 100,000,000 authorized shares with a par
value of $.001 per share and 1,800,000 shares issued and outstanding as
of March 31, 2005.

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 NASD
to list its shares for trading on the OTCBB.

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.
Accordingly, these factors raise substantial doubt as to the Company's
ability to continue as a going concern.

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 currently anticipates
that it will have its initial inventory ready for sale so it can
commence generating revenues during the first quarter of 2005; however,
it has not yet generated any revenues. The Company expects to satisfy
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 does not anticipate having to raise
additional funds or seek bank loans or other financing to fund its
business operations for the next 12 months.

Unaudited Interim Financial Statements
--------------------------------------
The accompanying unaudited interim financial statements have been
prepared in accordance with 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 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, 2004
included in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission. The interim unaudited consolidated
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB. 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, 2005 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2005.

                              7
<PAGE>

                     Aerobic Creations Inc.
               (a development stage enterprise)
                  March 31, 2005 (unaudited)
             Notes to Interim Financial Statements

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
Basis of presentation
---------------------
These financial statements are presented in United States dollars and
have been prepared in accordance with United States generally accepted
accounting principles.

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 on 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, 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 or
liabilities approximate carrying value due to the short-term maturity
of the instruments.

Federal Income Tax
------------------
The Company has adopted and accounts for income taxes pursuant to the
provisions of SFAS No. 109, "Accounting for Income Taxes", which
requires an asset and liability approach to calculating deferred income
taxes.  The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and
the tax basis of assets and liabilities.

Net Loss per Common Share
-------------------------
Basic earnings (loss) per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period.  Dilutive
earnings (loss) per share reflect the potential dilution of securities
that could share in the earnings of the Company.  The accompanying
presentation is only of basic loss per share as there are no
potentially dilutive factors.

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.

                                   8
<PAGE>

                       Aerobic Creations Inc.
                (a development stage enterprise)
                    March 31, 2005 (unaudited)
              Notes to Interim Financial Statements

Note 2 - Summary of Significant Accounting Policies (con't)
----------------------------------------------------------
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.

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
approved for sale by the Nevada Secretary of State Securities Division
on May 6, 2004.

Note 4 - Related Parties
------------------------
The Company currently has no significant related party transactions
with any related individuals or entities.

The Company currently uses 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
$23,600 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.

                                    9
<PAGE>

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, 2004, 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 weassumes no obligation to update
any such forward-looking statements.

Results of Operations
---------------------
Three Months Ended March 31, 2005 compared to Three Months Ended March 31, 2004
-------------------------------------------------------------------------------
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 to develop our business plans. We have commenced limited
business operations and are currently developing our products and website. We
are in the development stage and, at March 31, 2005, have not yet sold any of
our products or realized any income.

General and administrative expenses were $6,547 for the three months ended
March 31, 2005, compared to $3,527 for the three months ended March 31, 2004.
These expenses were higher during the period March 31, 2005, as we incurred
legal and accounting expenses to prepare and file our Form 10SB registration
statement and amendments.

Net loss was $6,547 or $NIL per share for the three months ended March 31, 2005
as compared to a net loss of $3,527 or $NIL per share for the three months
ended March 31, 2004.

Liquidity and Capital Resources
-------------------------------
At March 31, 2005, we had $25,044 in cash in the bank as compared to $31,595
in cash in the bank at December 31, 2004.

Net cash used in operating activities for the three months ended March 31,
2005 was $6,351 as compared to net cash used in operating activities of
$2,457 for the three months ended March 31, 2004. Net cash used in operating
activities in the three months ended March 31, 2004 and 2005 was attributed
to general and administrative expenses incurred in our day-to-day operations.

Our stockholders' equity was $20,610 at March 31, 2005, compared to $27,157
as at December 31, 2004.


                                        10
<PAGE>

Net cash provided by financing activities for the three months ended March 31,
2005 was $0 as compared to net cash provided by financing activities of
$5,000 for the three months ended March 31, 2004. Net cash provided by
financing activities in the three months ended March 31, 2004 was cash paid
by the founders for their initial stock.

While we believe our current capital will be sufficient to complete our
proposed business pland sufficient to generate revenues to sustain operations
for the next twelve months, 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.

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.

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.

Additionally, 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.


                                    10
<PAGE>


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

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:

<TABLE><CAPTION>

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

</TABLE>

B) There were no reports on Form 8-K filed during the quarter ended March
31, 2005.

                              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 16, 2005             By:/s/ Nicole Funk, 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 16, 2005             By:/s/ Nicole Funk, President,
                                CEO, CFO, Treasurer, Principal
                                Accounting Officer and Director

Date:  May 16, 2005             By:/s/ Norm Funk, Secretary
                                and Director

                                    11
<PAGE>