UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB


(Mark One)

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

For the Quarterly Period Ended September 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _____ to _____.


                        Commission File Number 000-26119

                          ALTRIMEGA HEALTH CORPORATION
             (Exact Name of Registrant as specified in its charter)

                 NEVADA                                 87-0631750
      (State or other jurisdiction                   (I.R.S. Employer
    of incorporation or organization)             Identification Number)

       4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SOUTH CAROLINA 29577
               (Address of Principal Executive Offices) (Zip Code)

                                 (843) 497-7028
               Registrant's telephone number, including area code


Indicate by check mark whether the Registrant:

         (1) has filed all  reports  required to be filed by Section 13 or 15(d)
         of the  Securities  Exchange Act of 1934 during the preceding 12 months
         (or for such shorter  period that the  Registrant  was required to file
         such reports);                              X   Yes           No
         (2) has been subject to such filing  requirements for the past 90 days.
                                                     X   Yes           No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date

                                                        OUTSTANDING AS OF
               CLASS                                    SEPTEMBER 30, 2002
               -----                                    ------------------
       Common Stock, $0.001                                 45,020,000



<PAGE>

                          ALTRIMEGA HEALTH CORPORATION

                               FORM 10-QSB INDEX

                                                                            Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements (unaudited)                                    3

           Balance Sheets as of September 30, 2002 and
           December 31, 2001                                                   4

           Statement of Operations
           Three and nine months ended September 30, 2002 and 2001
           and the period from September 8, 1998 to September 30, 2002         5

           Statements of Cash Flows
           Nine months ended September 30, 2002 and 2001
           and the period from September 8, 1998 to September 30, 2002         6

           Notes to Financial Statements.                                      7

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

  Item 3.  Controls and Procedures                                            12

PART II - OTHER INFORMATION                                                   10

  Item 1.  Legal Proceedings                                                  13

  Item 2.  Changes 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                14

  Item 5.  Other Information                                                  14

  Item 6.  Exhibits and Reports on Form 8-K                                   14

Signatures                                                                    15

                                      -2-

<PAGE>

PART I - FINANCIAL INFORMATION

The  accompanying  balance sheets of Altrimega Health  Corporation  (development
stage  company) at September  30, 2002 and  December  31, 2001,  and the related
statements  of  operations  and cash flows for the three and nine  months  ended
September  30, 2002 and 2001 and the period from  September 8, 1998 to September
30, 2002,  have been  prepared by the Company's  management  in conformity  with
accounting principles generally accepted in the United States of America. In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

Operating  results for the quarter ended September 30, 2002, are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2002.

ITEM 1.  FINANCIAL STATEMENTS.


                                      -3-
<PAGE>

                          ALTRIMEGA HEALTH CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001


                                     ASSETS
                                                  September 30,     December 31,
                                                      2002              2001
                                                  -------------     ------------

Current Assets
  Cash                                             $       --        $       --

    Total Current Assets                           $       --        $       --
                                                  =============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

  Accounts payable                                 $   60,886        $       --
                                                  -------------     ------------

    Total Current Liabilities                      $   60,886        $       --
                                                  =============     ============

STOCKHOLDERS' EQUITY

  Preferred stock
  10,000,000 shares authorized at $0.001 par
  value; none outstanding                          $       --        $       --
                                                  -------------     ------------

  Common stock
  50,000,000 shares authorized at $0.001 par
  value; 45,020,000 and 22,020,000 shares
  issued and outstanding
  At September 30, 2002 and December 31, 2001,
  respectively                                          45,020            22,020

  Capital in excess of par value                       117,135           117,135


  Deficit accumulated during the development
  stage                                              (200,041)         (139,155)
                                                  -------------     ------------

    Total Stockholders' Deficiency                    (60,886)                --
                                                  =============     ============



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


                                      -4-
<PAGE>

                          ALTRIMEGA HEALTH CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002
                    AND 2001 AND THE PERIOD SEPTEMBER 8, 1998
                 1998 (DATE OF INCEPTION) TO SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                    Three Months    Three Months    Nine Months     Nine Months     September 8,
                                       Ended           Ended           Ended           Ended          1998 to
                                   September 30,   September 30,   September 30,   September 30,   September 30,
                                        2002            2001            2002            2001            2002
<S>                                 <C>             <C>             <C>             <C>            <C>
REVENUES                            $      --       $      --       $      --       $      --      $    9,703
                                    ---------       ---------       ---------       ---------      ----------

EXPENSES

  Product development                      --              --              --              --          76,692
  Administrative                       28,667          22,770          60,886          35,600         131,758
  Depreciation                      $      --       $      --       $      --       $      --      $    1,294
                                    ---------       ---------       ---------       ---------      ----------

                                    $  28,667       $  22,770       $  60,886       $  35,600      $  209,744
                                    ---------       ---------       ---------       ---------      ----------

NET LOSS                            $(28,667)    $   (22,770)       $(60,886)       $(35,600)      $(200,041)

NET LOSS PER COMMON SHARE

  Basic                             $      --        $     --       $     --        $     --        $     --
                                    ---------       ---------       ---------       ---------      ----------

AVERAGE OUTSTANDING SHARES

  Basic (stated in 1,000's)            45,020          22,020         45,020          22,020
                                    =========       =========       =========       =========


                   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      -5-
<PAGE>

                          ALTRIMEGA HEALTH CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                    AND 2001 AND THE PERIOD SEPTEMBER 8, 1998
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 2002


<TABLE>
<CAPTION>
                                                    September 30,       September 30,     September 8, 1998 to
                                                        2002                2001           September 30, 2002
                                                    -------------       -------------     --------------------
<S>                                                  <C>                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                           $  (60,886)         $  (35,600)           $  (200,041)
  Adjustments to reconcile net loss to
  net cash provided by operating activities

  Depreciation                                                --                 420                     --
  Changes in accounts payable                             60,886              30,763                 98,549
  Contributions to capital - expenses                $        --         $       700           $      4,492
                                                     -----------         -----------           ------------

     Net Cash Received (Used) in Operations          $        --         $   (3,717)           $   (97,000)
                                                     -----------         -----------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Advance deposit - lease                            $        --         $     3,792           $         --
                                                     -----------         -----------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from issuance of common stock             $        --         $        --           $     97,000
                                                     -----------         -----------           ------------

Net Increase (decrease) in Cash                               --                  75                     --

Cash at Beginning of Period                          $        --         $        33           $         --
                                                     -----------         -----------           ------------

Cash at End of Period                                $        --                 108           $         --
                                                     ===========         ===========           ============
</TABLE>


NON CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES

Contributions to capital - expenses - related parties - 2001          $   4,492
                                                                      ---------
Contributions to capital - forgiveness of debt -
  related party - 2001                                                $  37,663
                                                                      =========

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


                                      -6-
<PAGE>

                          ALTRIMEGA HEALTH CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

1. ORGANIZATION

The Company was incorporated  under the laws of the State of Nevada on September
8, 1998 with the name of Altrimega  Health  Corporation  with authorized  common
stock of  50,000,000  shares with a par value of $0.001 and  preferred  stock of
10,000,000  shares  with a par  value of  $0.001.  The board of  directors  will
determine  the powers and rights of the  preferred  stock when it is issued.  On
June 23, 1999 the name was changed to Altrimega Health Corporation.  The Company
was organized for the purpose of marketing nutritional products.

The Company is in the development stage.

On March 5, 2001 the Company  completed a forward stock split of four shares for
each outstanding  share. This report has been prepared showing after stock split
shares from inception.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not adopted a policy regarding payment of dividends.

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

On  September  30, 2002 the Company had a net  operating  loss  carryforward  of
$200,041.  The tax benefit of approximately $ 60,012 from the loss carry forward
has been fully offset by a valuation  reserve  because the use of the future tax
benefit is  doubtful,  since the Company has no  operations  on which to project
future net profits. The loss carryover will expire in 2023.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.


                                      -7-
<PAGE>

                          ALTRIMEGA HEALTH CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments
---------------------

The carrying amounts of financial  instruments,  including accounts payable, are
considered by management to be their estimated fair values.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Other Recent Accounting Pronouncements
--------------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements to have any material impact on its financial statements.

3.  RECENT ACCOUNTING PRONOUNCEMENTS

On July 21, 2001, the Financial  Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141 (SFAS No. 141), "Business  Combinations",
and No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS No. 141
addresses  financial  accounting and reporting for goodwill and other intangible
assets acquired in a business combination at acquisition.  SFAS No. 141 requires
the  purchase  method of  accounting  to be used for all  business  combinations
initiated  after  June  30,  2001  and  establishes  specific  criteria  for the
recognition  of  intangible  assets  separately  from  goodwill;  SFAS  No.  142
addresses  financial  accounting and reporting for goodwill and other intangible
assets subsequent to their acquisition.  SFAS No. 142 provides that goodwill and
intangible assets which have indefinite useful lives will not be amortized,  but
rather will be tested at least  annually for  impairment.  It also provides that
intangible  assets that have finite  useful lives will  continue to be amortized
over  their  useful  lives,  but those  lives will no longer be limited to forty
years.  SFAS No. 141 is effective for all business  combinations  after June 30,
2001.  The provisions of SFAS No. 142 are effective  beginning  January 1, 2002.
The Company has  implemented  the provisions of SFAS No. 141 and No. 142 and has
concluded  that the adoption  does not have a material  impact on the  Company's
financial statements.

In October 2001, the FASB issued SFAS No. 143,  "Accounting for Asset Retirement
Obligations,"  which requires  companies to record the fair value of a liability
for asset retirement  obligations in the period in which they are incurred.  The
statement  applies  to  a  company's  legal  obligations   associated  with  the
retirement  of a tangible  long-lived  asset that results from the  acquisition,
construction,  and  development or through the normal  operation of a long-lived
asset. When a liability is initially recorded,  the company would capitalize the
cost,  thereby  increasing  the  carrying  amount  of  the  related  asset.  The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value.  Upon  settlement of
the liability,  the obligation is settled at its recorded  amount or the company
incurs a gain or loss.  The  statement is effective  for fiscal years  beginning
after June 30, 2002. The Company does not expect the adoption to have a material
impact to the Company's financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  Statement 144  addresses  the  accounting  and
reporting for the  impairment or disposal of  long-lived  assets.  The statement
provides a single  accounting model for long-lived assets to be disposed of. New
criteria  must be met to  classify  the  asset as an asset  held-for-sale.  This
statement  also focuses on reporting the effects of a disposal of a segment of a
business.  This statement is effective for fiscal years beginning after December
15, 2001. The Company does not expect the adoption to have a material  impact to
its financial position or results of operations.



                                      -8-
<PAGE>

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt," and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor  Carriers." This Statement  amends FASB Statement No. 13,  "Accounting for
Leases," to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In July 2002,  the FASB  issued  SFAS No. 146  "Accounting  for Exit or Disposal
Activities."  The  provisions  of this  statement  are  effective  for  disposal
activities initiated after December 31, 2002, with early application encouraged.
The  Company  does not  expect the  adoption  of FASB No. 146 to have a material
impact on the Company's financial position or results of operations.

4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

A  former  president-director  has made a  contribution  to the  capital  by the
forgiveness   of  debt  due  him   from   the   Company   of   $37,663.   Former
officers-directors  have made contributions to the capital of the Company by the
payment of expenses incurred by the Company of $4,492.

5.  GOING CONCERN

The Company will need additional working capital to service its debt and for its
future planned  activity and  continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort and the  management  of the  Company has  developed a strategy,  which it
believes will accomplish this objective through  additional equity funding,  and
long term  financing,  which will  enable the  Company to operate for the coming
year.

6.  SHARE EXCHANGE WITH CREATIVE HOLDINGS, INC.

On August 15, 2002 the Company entered into a definitive  Merger  Agreement (the
"Merger  Agreement")  among the  Company,  Altrimega  Acquisition  Co., a Nevada
corporation  ("Acquisition  Co."),  Creative  Holdings,  Inc.  a South  Carolina
corporation ("Creative Holdings") and the shareholders of Creative Holdings (the
"Shareholders").  Pursuant to the Merger Agreement,  Creative Holdings was to be
merged with and into Acquisition Co., which was to be the surviving  corporation
and continue its corporate  existence under the laws of the State of Nevada as a
wholly-owned  subsidiary of the Company.  In  consideration  of the merger,  the
Company  was to issue a total  of  320,000,000  shares  of  common  stock of the
Company to the  Shareholders in exchange for all of the common stock of Creative
Holdings.  At closing,  20,000,000  shares of common  stock of the Company  were
issued and delivered to the  Shareholders.  Upon  consummation of the merger and
the  approval  by  a  majority  of  the  outstanding  shares  of  capital  stock
authorizing an amendment to the Company's  Articles of Incorporation  increasing
the  authorized  common  stock of the  Company  to  800,000,000,  the  remaining
300,000,000  shares  of  common  stock  of the  Company  were to be  issued  and
delivered to the Shareholders.

On  September  2, 2002,  the Company,  Creative  Holdings  and the  Shareholders
amended the Merger  Agreement and  restructured the merger into a stock exchange
transaction,  whereby Creative Holdings will become a wholly-owned subsidiary of
the  Company.  Pursuant to the Share  Exchange  Agreement  (the "Share  Exchange
Agreement"),  effective as of August 15, 2002 by and among the Company, Creative
Holdings and the Shareholders,  the Shareholders will exchange with ,and deliver
to the Company the issued and outstanding  capital stock of Creative Holdings in
exchange  for  20,000,000  shares of common  stock of the Company and  1,000,000
shares of Series A Convertible  Preferred  Stock of the Company.  Each shares of
Series A  Convertible  Preferred  stock will be  convertible  into 300 shares of
common stock of the Company.

Creative Holdings is a real estate holding company.  Pursuant to a Joint Venture
Agreement,  dated June 27,  2002,  by and between  Silver  Carolina  Development
Company,  LLC ("Silver  Carolina")  and Creative  Holdings  (the "Joint  Venture
Agreement"),  Creative  Holdings  has the right to purchase a 49%  interest in a
joint venture with respect to the development,  construction,  lease,  sales and
management of a portion of the residential and commercial  property known as the
Barefoot Resort and Golf Community in North Myrtle Beach,  South  Carolina.  The
project is under  development and contemplates a yacht marina with 167 slips and
a multi-use building for retail and residential units.



                                      -9-
<PAGE>

7.   SUBSEQUENT EVENTS

On November 12, 2002, the Company,  through its  subsidiary Sea Garden  Funding,
LLC, a South Carolina limited liability company ("Sea Garden Funding"), acquired
real  property  in the Sea  Garden  development  in North  Myrtle  Beach,  South
Carolina.

Sea Garden is a townhouse  condominium  project  consisting of approximately 116
sold  units  with an  additional  10  units  currently  under  construction  and
remaining sites for 49 additional units.

Creative  Holdings  owns 80% of Sea  Garden  Funding.  Sea Garden  Funding  paid
$210,000  cash and assumed debt of $1,071,  344.66 to complete the  transaction.
The current  sales  prices for the 2 bedroom  2.5 bath town homes are  averaging
$88,000.00.   This  would  create  approximately  $5,200,000  in  revenues  upon
sell-out. The construction costs on the remaining units to be completed would be
approximately  $2,775,000  at current  cost  estimates.  Horry County State Bank
provided the funding for the purchase.

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

Overview
--------

On August 15, 2002 the Company entered into a definitive  Merger  Agreement (the
"Merger  Agreement")  among the  Company,  Altrimega  Acquisition  Co., a Nevada
corporation  ("Acquisition  Co."),  Creative  Holdings,  Inc.  a South  Carolina
corporation ("Creative Holdings") and the shareholders of Creative Holdings (the
"Shareholders").  Pursuant to the Merger Agreement,  Creative Holdings was to be
merged with and into Acquisition Co., which was to be the surviving  corporation
and continue its corporate  existence under the laws of the State of Nevada as a
wholly-owned  subsidiary of the Company.  In  consideration  of the merger,  the
Company  was to issue a total  of  320,000,000  shares  of  common  stock of the
Company to the  Shareholders in exchange for all of the common stock of Creative
Holdings.  At closing,  20,000,000  shares of common  stock of the Company  were
issued and delivered to the  Shareholders.  Upon  consummation of the merger and
the  approval  by  a  majority  of  the  outstanding  shares  of  capital  stock
authorizing an amendment to the Company's  Articles of Incorporation  increasing
the  authorized  common  stock of the  Company  to  800,000,000,  the  remaining
300,000,000  shares  of  common  stock  of the  Company  were to be  issued  and
delivered to the Shareholders.

On  September  2, 2002,  the Company,  Creative  Holdings  and the  Shareholders
amended the Merger  Agreement and  restructured the merger into a stock exchange
transaction,  whereby Creative Holdings became a wholly-owned  subsidiary of the
Company.   Pursuant  to  the  Share  Exchange  Agreement  (the  "Share  Exchange
Agreement"),  effective as of August 15, 2002 by and among the Company, Creative
Holdings and the Shareholders,  the Shareholders exchanged with and delivered to
the Company,  the issued and outstanding  capital stock of Creative  Holdings in
exchange  for  20,000,000  shares of common  stock of the Company and  1,000,000
shares of Series A Convertible  Preferred  Stock of the Company.  Each shares of
Series A Convertible  Preferred  stock is convertible  into 300 shares of common
stock of the Company.

Creative Holdings is a real estate holding company.  Pursuant to a Joint Venture
Agreement,  dated June 27,  2002,  by and between  Silver  Carolina  Development
Company,  LLC ("Silver  Carolina")  and Creative  Holdings  (the "Joint  Venture
Agreement"),  Creative  Holdings  has the right to purchase a 49%  interest in a
joint venture with respect to the development,  construction,  lease,  sales and
management of a portion of the residential and commercial  property known as the
Barefoot Resort and Golf Community in North Myrtle Beach,  South  Carolina.  The
project is under  development and contemplates a yacht marina with 167 slips and
a multi-use building for retail and residential units.

The Joint  Venture  Agreement  has a term of ten years unless  terminated by the
earlier to occur of: (i) mutual agreement of the parties;  (ii)  adjudication of
either  party as  bankrupt,  either  party  filing of a  voluntary  petition  in
bankruptcy, the filing of any petition against either party under any federal or
state bankruptcy law, or either party filing of a petition or answer seeking the
appointment of a receiver of its assets or an arrangement  with creditors  under
any such laws;  or (iii) breach by either party of any material  covenant  under
the Joint Venture  Agreement.  Either party may cure a material breach within 60
days of receiving written notice thereof.  The Joint Venture Agreement  provides
for capital contributions that are to be made by both parties. The Joint Venture
Agreement  provides  that on or before  August 31, 2002,  or within a reasonable
time  thereafter as agreed by both parties,  Silver Carolina will contribute the
land to the joint  venture  and  Creative  Holdings  will  provide  the  capital
necessary to payoff the mortgage on the property held by Wachovia Bank,  plus up
to $2,000,000 for continuing operation. Pursuant to the Joint Venture Agreement,
the capital required will not exceed $20,000,000.


                                      -10-
<PAGE>

The joint venture  provides that Silver Carolina has a 51% interest in the joint
venture,  including  the profits and is chargeable  with such  percentage of the
losses of the joint  venture.  Creative  Holdings  has a right to purchase a 49%
interest in the joint venture, including the profits and is chargeable with such
percentage  of the losses of the joint  venture.  Pursuant to the Joint  Venture
Agreement, Silver Carolina is the Manager of joint venture.

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

RESULT OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2002 COMPARED
TO THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2001

The Company had no revenue for the nine-month  periods ended  September 30, 2002
and  September 30, 2001,  respectively.  The Company had expenses of $60,886 for
the  nine-month  period ended  September 30, 2002 as compared to $35,600 for the
nine-month  period ended September 30, 2001, an increase of 71%. The Company had
a net loss of $60,886 for the  nine-month  period  ended  September  30, 2002 as
compared to $35,600 for the  nine-month  period ended  September  30,  2001,  an
increase of 71%.

RESULTS OF  OPERATIONS  FOR THE  THREE-MONTH  PERIOD  ENDED  SEPTEMBER  30, 2002
COMPARED TO THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2001

The Company had no revenue for the three-month  periods ended September 30, 2002
and  September 30, 2001,  respectively.  The Company had expenses of $28,667 for
the  three-month  period ended September 30, 2002 as compared to $22,770 for the
three-month period ended September 30, 2001, an increase of 26%. The Company had
a net loss of $28,667 for the  three-month  period ended  September  30, 2002 as
compared to $22,770 for the  three-month  period ended  September  30, 2001,  an
increase of 71%.

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

The Company had no cash on-hand as of September 30, 2002. The Company's  current
assets exceed its current liabilities as of September 30, 2002. The Company will
require  additional  working  capital to finance  its  planned  activities.  The
Company cannot assure you that the additional capital it requires to finance its
operations  will be available  on  acceptable  terms,  if at all. Any failure to
secure additional financing will force the Company to modify its business plan.


                                      -11-
<PAGE>

PART 11 - OTHER INFORMATION

ITEM 3.  CONTROLS AND PROCEDURES

QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.
Within the 90 days prior to the date of this  Quarterly  Report on Form  10-QSB,
the Company  evaluated  the  effectiveness  of the design and  operation  of its
"disclosure controls and procedures"  (Disclosure  Controls),  and its "internal
controls and  procedures  for financial  reporting"  (Internal  Controls).  This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management,  including our Chief Executive Officer  (CEO)/Chief
Financial  Officer (CFO).  Rules adopted by the SEC require that in this section
of the  Quarterly  Report we present the  conclusions  of the CEO/CFO  about the
effectiveness of our Disclosure  Controls and Internal  Controls based on and as
of the date of the Controls Evaluation.

CEO/CFO CERTIFICATION. Appearing immediately following the Signatures section of
this Quarterly  Report there are two separate forms of  "Certifications"  of the
CEO/CFO. The second form of Certification is required in accord with Section 302
of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification).  This section
of the  Quarterly  Report  which you are  currently  reading is the  information
concerning the Controls Evaluation referred to in the Section 302 Certifications
and  this  information  should  be read in  conjunction  with  the  Section  302
Certifications for a more complete understanding of the topics presented.

DISCLOSURE  CONTROLS AND INTERNAL CONTROLS.  Disclosure  Controls are procedures
that are designed with the objective of ensuring that information required to be
disclosed  in our  reports  filed  under  the  Securities  Exchange  Act of 1934
(Exchange  Act),  such  as  this  Quarterly  Report,  is  recorded,   processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management,  including the CEO/CFO,  as appropriate to allow
timely decisions regarding required disclosure. Internal Controls are procedures
which are designed with the objective of providing reasonable assurance that (1)
our transactions are properly authorized; (2) our assets are safeguarded against
unauthorized or improper use; and (3) our transactions are properly recorded and
reported,  all  to  permit  the  preparation  of  our  financial  statements  in
conformity with generally accepted accounting principles.

LIMITATIONS  ON  THE  EFFECTIVENESS  OF  CONTROLS.   The  Company's  management,
including  the  CEO/CFO,  does not expect  that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  Company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

SCOPE OF THE  CONTROLS  EVALUATION.  The CEO/CFO  evaluation  of our  Disclosure
Controls and our Internal Controls included a review of the controls' objectives
and design,  the controls'  implementation  by the Company and the effect of the
controls on the information  generated for use in this Quarterly  Report. In the
course of the Controls Evaluation,  we sought to identify data errors,  controls
problems or acts of fraud and to confirm  that  appropriate  corrective  action,
including process improvements,  were being undertaken.  This type of evaluation
will be done on a quarterly  basis so that the conclusions  concerning  controls
effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual
Report on Form 10-KSB.  Our Internal  Controls are also  evaluated on an ongoing
basis by our  independent  auditors  in  connection  with their audit and review
activities.  The overall goals of these  various  evaluation  activities  are to
monitor  our  Disclosure   Controls  and  our  Internal  Controls  and  to  make
modifications  as  necessary;  our intent in this regard is that the  Disclosure
Controls and the Internal  Controls will be  maintained as dynamic  systems that
change (including with improvements and corrections) as conditions warrant.



                                      -12-
<PAGE>

Among other matters, we sought in our evaluation to determine whether there were
any  "significant  deficiencies"  or  "material  weaknesses"  in  the  Company's
Internal  Controls,  or whether  the Company  had  identified  any acts of fraud
involving  personnel  who  have a  significant  role in the  Company's  Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally  and because  items 5 and 6 in the Section 302  Certifications  of the
CEO/CFO  require  that the CEO/CFO  disclose  that  information  to our Board of
Directors and to our  independent  auditors and to report on related  matters in
this section of the Quarterly Report. In the professional  auditing  literature,
"significant deficiencies" are referred to as "reportable conditions"; these are
control  issues that could have a significant  adverse  effect on the ability to
record,   process,   summarize  and  report  financial  data  in  the  financial
statements.  A "material  weakness" is defined in the auditing  literature  as a
particularly  serious  reportable  condition where the internal control does not
reduce to a relatively low level the risk that misstatements  caused by error or
fraud may occur in amounts  that would be material in relation to the  financial
statements and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We also sought to deal with other
controls matters in the Controls  Evaluation,  and in each case if a problem was
identified,  we considered what revision,  improvement and/or correction to make
in accord with our on-going procedures.

In accord with SEC  requirements,  the CEO/CFO notes that, since the date of the
Controls  Evaluation to the date of this  Quarterly  Report,  there have been no
significant  changes  in  Internal  Controls  or in  other  factors  that  could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

CONCLUSIONS. Based upon the Controls Evaluation, our CEO/CFO has concluded that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure  that  material  information  relating  to the  Company  is made known to
management,  including  the  CEO/CFO,  particularly  during the period  when our
periodic  reports  are  being  prepared,  and that  our  Internal  Controls  are
effective to provide  reasonable  assurance  that our financial  statements  are
fairly presented in conformity with generally accepted accounting principles.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not currently a party to any legal proceedings against it.

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

The  following is a summary of sales of  unregistered  securities  for the third
quarter of 2002. All securities were issued as restricted  common shares,  which
are subject to Rule 144 of the  Securities and Exchange  Commission.  Generally,
Rule 144  requires  shareholders  to hold the  shares  for a minimum of one year
before sale. In addition, officers, directors and more than 10% shareholders are
further  restricted  in their  ability to sell such  shares.  There have been no
underwriters of these  securities and no commissions or  underwriting  discounts
have been paid.

On September 2, 2002, the Company issued  20,000,000  shares of common stock and
1,000,000 shares of Series A Convertible  Preferred Stock to the Shareholders of
Creative Holdings, Inc. in exchange for all of the issued and outstanding shares
of common stock of Creative Holdings, Inc.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None


                                      -13-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(b) The Company filed the following Form 8-K's during the quarter for which this
    report is filed:

         (i)    Form 8-K filed July 19, 2002,  reporting Item 5, with respect to
                the termination of an Exchange Agreement between the Company and
                Advanced Messaging Wireless, Inc.

         (ii)   Form 8-K filed July 26, 2002,  reporting  Item 9 with respect to
                the  execution  of a letter of intent  between  the  Company and
                Creative Holdings, Inc.

         (iii)  Form 8-K filed August 16, 2002, reporting Item 2 with respect to
                the execution of a Merger Agreement among the Company, Altrimega
                Acquisition Co., Creative Holdings, Inc. and the shareholders of
                Creative Holdings, Inc.

         (iv)   Form 8-K filed October 4, 2002,  reporting  Item 2, with respect
                to the amendment of the Merger  Agreement  into a share exchange
                transaction.

         (v)    Form 8-K filed November 13, 2002,  reporting Item 2 with respect
                to the acquisition of the Sea Garden property.


                                      -14-
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 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.


                                              ALTRIMEGA HEALTH CORPORATION
                                              ----------------------------

Date:  NOVEMBER 18, 2002                      By: /s/ John W. Gandy
                                                 -----------------------------
                                              John W. Gandy
                                              President and Director
                                              (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the dates indicated.



Date:  NOVEMBER 18, 2002                      By: /s/ John W. Gandy
                                                 -----------------------------
                                              John W. Gandy
                                              President and Director
                                              (Principal Executive, Financial
                                              and Accounting Officer)




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  Report of Altrimega  Heath  Corporation  (the
"Company")  on Form 10-Q for the period ended  September  30, 2002 as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.


By:/s/ John W. Gandy                          DATE NOVEMBER 18, 2002
--------------------------------------------
John W. Gandy, President and Director
(Principal Executive Officer)

By: /s/ John W. Gandy                         DATE NOVEMBER 18, 2002
--------------------------------------------
John W. Gandy, President and Director
(Principal Financial and Accounting Officer)


                                      -15-
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

I, John W. Gandy, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Altrimega  Health
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 18, 2002               By: /s/ John W. Gandy
                                      -----------------------------------------
                                      John W. Gandy
                                      President and Principal Executive Officer


                                      -16-
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

I, John W. Gandy, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Altrimega  Health
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: November 18, 2002               By: /s/ John W. Gandy
                                      ---------------------------------------
                                      John W. Gandy
                                      President and Principal Financial
                                      And Accounting Officer


                                      -17-