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MWM

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MWM

Re: Churak post# 151616

Tuesday, 10/16/2007 11:31:55 AM

Tuesday, October 16, 2007 11:31:55 AM

Post# of 286909
This FTME R/M sure does look interesting, tiny float!

On October 9, 2007 Fitmedia Inc. entered into a Share Exchange Agreement pursuant to which Fitmedia will acquire 100% interest in Ren Ji Cement Investment Company Limited (“Renji Investment”) in exchange for 55,000,000 of Fitmedia’s common shares, effecting a reverse merger of Renji Investment into Fitmedia.

In conjunction with this agreement, also on October 9, 2007, Fitmedia and Timothy Crottey, our majority shareholder, President and C.E.O. entered into a Share Purchase Agreement with Mr. Zhao Shou Ren (owner of 100% of the share capital of Ren Ji Cement Investment Company Limited) pursuant to which Timothy Crottey has agreed to sell 18,500,000 common shares of Fitmedia’s stock to Mr. Zhao Shou Ren for the purchase price of $540,000.

The Closing Date for both agreements is currently set at November 1, 2007. The Closing Date may be extended by Mr. Zhao Shou Ren or Renji Investments a further 30 days by depositing a payment of $60,000 to Fitmedia, $30,000 of which will not be credited towards the purchase of Timothy Crottey’s shares.

Share Exchange Agreement

The Share Exchange Agreement was entered into between Fitmedia, Mr. Zhou Shou Ren (who owns 100% of the share capital of Ren Ji Investments and its wholly owned subsidiaries: Ren Ji Cement Company Limited and Anhui Province Runjii Cement Company Limited). The material terms of the Share Exchange Agreement are as follows:

Mr. Zhao Shou Ren will transfer to Fitmedia 100% of the outstanding share capital of Renji Investment; and
In exchange, Fitmedia will issue 55,000,000 common shares of its stock to Mr. Zhao Shou Ren; and
Fitmedia will transfer Green Tea Productions, its wholly owned subsidiary, and all liabilities of Green Tea Productions to Timothy Crottey; and
Fitmedia will file with the SEC all necessary documents to disclose the transaction.
Share Purchase Agreement

Also on October 9, 2007, Fitmedia and Timothy Crottey, the President, C.E.O. and majority shareholder of Fitmedia entered into a Share Purchase Agreement with Mr. Zhao Shou Ren. The material terms of the Share Purchase Agreement are as follows:

The Fitmedia Shareholder agrees to sell 18,500,000 out of 18,600,000 shares owned by Timothy Crottey to Mr. Zhao Shou Ren for the purchase price of $540,000
Tim Crottey and Fitmedia will file, or cause to be filed, with the SEC all necessary documents to disclose the transaction
The effect of these two agreements is that Mr. Zhao Shou Ren will become the owner of 73,500,000 shares in Fitmedia which will hold 100% of the capital in Renji Investment and all of Renji Investment’s listed subsidiaries.

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