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

                               AMENDMENT NO. 1 TO

                                   FORM 10-QSB

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003     Commission File Number 0-29057

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

     For the transition period from __________________TO __________________

                          ALTRIMEGA HEALTH CORPORATION
               (Exact name of registrant as specified in charter)
               --------------------------------------------------

             NEVADA                                           87-0631750
-------------------------------                       --------------------------
(State or other jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)

4702 OLEANDER DRIVE, SUITE 200,
        MYRTLE BEACH, SC                                         29577
----------------------------------------              --------------------------
(Address of principal executive offices)                         (Zip)

Issuer's telephone number, including area code              (843) 497-7028
                                                      --------------------------
Securities registered pursuant to section 12 (b) of the Act:

Title of each class                    Name of each exchange on which registered
      NONE                                              NONE
      ----                                              ----

          Securities registered pursuant to section 12 (g) of the Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                                (Title of Class)

As of June 2, 2003, the Company had 49,139,950 shares of common stock issued and
outstanding.

           Transitional Small Business Disclosure Format (check one).
                             Yes|_|         No|X|


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

      This  Form  10-QSB  contains  "forward-looking   statements"  relating  to
Altrimega Health Corporation  ("Altrimega") which represent  Altrimega's current
expectations or beliefs  including,  but not limited to,  statements  concerning
Altrimega's  operations,  performance,  financial condition and growth. For this
purpose, any statements contained in this Form 10-QSB that are not statements of
historical fact are forward-looking statements.  Without limiting the generality
of the  foregoing,  words  such as  "may",  "anticipation",  "intend",  "could",
"estimate",  or "continue" or the negative or other  comparable  terminology are
intended to  identify  forward-looking  statements.  These  statements  by their
nature involve substantial risks and uncertainties,  such as losses,  dependence
on management, variability of quarterly results, and the ability of Altrimega to
continue  its  growth  strategy  and  competition,  certain  of which are beyond
Altrimega's  control.  Should  one or  more  of  these  risks  or  uncertainties
materialize  or  should  the  underlying  assumptions  prove  incorrect,  actual
outcomes  and  results  could  differ  materially  from those  indicated  in the
forward-looking statements.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.


                                       2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                           (RESTATED)
                                                                          -----------
<S>                                                                       <C>
CURRENT ASSETS
  Cash                                                                    $   134,845
  Properties held for development or sale                                   1,248,961
  Prepaid expenses                                                             10,841
                                                                          -----------
    Total Current Assets                                                    1,394,647
                                                                          -----------
OTHER ASSETS
  Deposits                                                                     35,000
                                                                          -----------
    TOTAL ASSETS                                                          $ 1,429,647
                                                                          ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Notes payable                                                           $ 1,361,386
  Accounts payable - related parties                                          255,000
  Accounts payable                                                             52,219
                                                                          -----------
    Total Current Liabilities                                               1,668,605
                                                                          -----------
MINORITY INTEREST DEFICIENCY                                                    2,794
STOCKHOLDERS' DEFICIENCY
  Preferred stock
    10,000,000 shares authorized at $0.001 par value;
1,000,000 shares issued and outstanding                                         1,000
  Common stock
    50,000,000 shares authorized at $0.001 par value;
49,139,950 shares issued and outstanding                                       49,140
  Additional paid in capital                                                  381,560
  Accumulated deficit                                                        (673,452)
                                                                          -----------
    Total Stockholders' Deficit                                              (241,752)
                                                                          -----------
    TOTAL LIABILITIES & STOCKHOLDERS DEFICIT                              $ 1,429,647
                                                                          ===========
</TABLE>

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


                                       3
<PAGE>

                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                   (UNAUDITED)

                                                                       (RESTATED
                                                                       March 31,
                                                                           2003
                                                                      ---------
SALES                                                                 $ 181,979

COST OF SALES                                                           154,609
                                                                      ---------
  Gross Profit                                                           27,370
                                                                      ---------
EXPENSES
  Consultants                                                            24,500
  Administrative                                                          4,124
                                                                      ---------
TOTAL EXPENSES                                                           28,624
                                                                      ---------
NET LOSS - before minority interest                                      (1,254)
LESS MINORITY INTEREST                                                   (5,935)
                                                                      ---------
NET LOSS                                                              $  (7,189)
                                                                      =========
NET LOSS PER COMMON SHARE
  Basic and diluted                                                   $      --
                                                                      ---------
WEIGHTED AVERAGE OUTSTANDING SHARES - (stated in 1,000's)
  Basic and Diluted                                                      48,873
                                                                      ---------

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


                                       4
<PAGE>

                        ALTRIMEGA HEALTH CORPORATION AND
                   SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT
                            OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

                                 Preferred Stock          Common Stock          Additional
                                 ---------------          ------------           Paid-In     Accumulated       Total
                              Shares      Amount      Shares        Amount       Capital       Deficit        Deficit
                            ---------  -----------   ----------   -----------   -----------   -----------   -----------
<S>                         <C>        <C>           <C>          <C>           <C>           <C>           <C>
Balance at July 3, 2002
  (Inception)                      --  $        --           --   $        --   $        --   $        --   $        --

Issuance of common stock
  to founders for cash
  and founder services,
  $0.001                           --           --   18,499,700        18,500       (15,300)           --         3,200

Issuance of common stock
  for acquisition of
  Altrimega Health
  Corporation, $0.001       1,000,000        1,000   22,020,000        22,020       (23,020)           --            --

Cancellation of shares             --           --   (4,879,750)       (4,880)        4,880            --            --

Issuance of common stock
  for services, weighted
  average price of $0.03           --           --   10,500,000        10,500       338,500            --       349,000

Net loss                           --           --           --            --            --      (666,263)     (666,263)
                            ---------  -----------   ----------   -----------   -----------   -----------   -----------

Balance at December 31,
  2002 (RESTATED)           1,000,000        1,000   46,139,950        46,140       305,060      (666,263)     (314,063)

Issuance of common stock
  in satisfaction of
  accounts payable (and
  accrued interest),
  $0.03                            --           --    3,000,000         3,000        76,500            --        79,500

Net loss                           --           --           --            --            --        (7,189)       (7,189)
                            ---------  -----------   ----------   -----------   -----------   -----------   -----------

Balance at March 31,
  2003 (RESTATED)
  (UNAUDITED)               1,000,000  $     1,000   49,139,950   $    49,140   $   381,560   $  (673,452)  $  (241,752)
                            =========  ===========   ==========   ===========   ===========   ===========   ===========
</TABLE>

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


                                       5
<PAGE>

                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

                                                                      (RESTATED)
                                                                       March 31,
                                                                         2003
                                                                      ---------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                            $  (7,189)
  Adjustments to reconcile net loss to net cash
provided by operating activities

  Changes in
    Properties held for development or sale                             107,257
    Accts receivable-related party                                        4,000
    Prepaid commission                                                   (4,441)
    Accts payable-related                                                 5,000
    Accts payable                                                        59,500

  Minority interest                                                       5,935
                                                                      ---------
      Net Cash from Operations                                          166,062

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on notes payable                                             (78,270)
                                                                      ---------
  Net Increase in Cash                                                   87,792
  Cash at Beginning of Period                                            47,053
                                                                      ---------
  Cash at End of Period                                               $ 134,845
                                                                      =========

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


                                       6
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with  Securities and Exchange  Commission  requirements  for interim
financial statements.  Therefore, they do not include all of the information and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete  financial  statements.  The financial  statements should be
read in conjunction with the Form 10-KSB for the year ended December 31, 2002 of
Altrimega Health Corporation and Subsidiary (the "Company").

The interim financial statements present the condensed balance sheet, statements
of  operations,  stockholders'  deficit  and  cash  flows  of  Altrimega  Health
Corporation  and  Subsidiary.  The  financial  statements  have been prepared in
accordance with accounting principles generally accepted in the United States.

The interim  financial  information is unaudited.  In the opinion of management,
all  adjustments  necessary  to present  fairly the  financial  position  of the
Company  as of March 31,  2003 and the  results  of  operations  and cash  flows
presented herein have been included in the financial statements. Interim results
are not necessarily indicative of results of operations for the full year.

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

Going concern - The  accompanying  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities  in the normal  course of  business.  The  Company
incurred a net loss of  approximately  $666,000 for the year ended  December 31,
2002, with an accumulated  loss from inception of  approximately  $666,000.  The
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$352,000 as of December 31,  2002.  The Company had a net loss of $7,189 for the
three  months  ended  March 31, 2003 and an  accumulated  deficit of $673,452 at
March 31, 2003. The Company's current liabilities exceeded its current assets by
$273,958 at March 31, 2003.

These conditions give rise to substantial  doubt about the Company's  ability to
continue  as  a  going  concern.  These  financial  statements  do  not  include
adjustments  relating to the recoverability and classification of reported asset
amounts or the amount and  classification of liabilities that might be necessary
should the  Company be unable to  continue  as a going  concern.  The  Company's
continuation  as a going  concern  is  dependent  upon  its  ability  to  obtain
additional  financing  or  sale  of its  common  stock  as may be  required  and
ultimately to attain profitability.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Employee stock based  compensation - The Company applies  Accounting  Principles
Board ("APB")  Opinion No. 25,  Accounting  for Stock Issued to  Employees,  and
Related  Interpretations,  in accounting  for stock options issued to employees.
Under APB No. 25, employee  compensation  cost is recognized when estimated fair
value of the underlying stock on date of the grant exceeds exercise price of the
stock  option.  For stock  options and  warrants  issued to  non-employees,  the
Company applies Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting  for  Stock-Based  Compensation,  which  requires the  recognition of
compensation  cost based upon the fair value of stock  options at the grant date
using the Black-Scholes option pricing model.


                                       7
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

The Company  issued no stock and granted no warrants or options to employees for
compensation for the three months ended March 31, 2003.

In December 2002, the Financial  Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based  Compensation-Transition  and Disclosure".  SFAS No.
148 amends the transition and disclosure provisions of SFAS No. 123. The Company
is currently  evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123
to account for employee  stock  options  using the fair value method and, if so,
when to begin transition to that method.

3.    NOTES PAYABLE

As of March 31,  2003,  the Company has four notes  payable  totaling  $322,152,
$199,184,  $445,000 and $395,050.  The outstanding  balances are secured by real
estate,  payable in quarterly installments of interest only at the prime lending
rate plus 0.5% (4.5% as of December 31,  2002),  which  mature at various  dates
between November 2003 and February 2004.

4.    RELATED PARTY TRANSACTIONS

Accounts   payable   -   related   parties   -  As   of   December   31,   2003,
officers-directors,  and their controlled entities,  after the conversion of the
preferred shares to common shares, have acquired 36% of the outstanding stock of
the  Company,  and have made  non-interest  bearing,  due on demand loans to the
Company totaling $255,000.

Executive  employment  agreement  - During  2003  the  Company  entered  into an
employment  agreement  with an officer,  which  provides for an annual salary of
$100,000  with a 5% increase  each year to a maximum of  $125,000,  provided the
Company has a profit in the previous year.

5.    STOCKHOLDERS' DEFICIT

During the first quarter of 2003, the Company issued  3,000,000 shares of common
stock in satisfaction of accounts payable of $79,500 (including accrued interest
of $39,500).

6.    RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the  Company's  financial  statements,  management
became aware that those financial  statements did not reflect  account  balances
properly for the period from July 3, 2002 (date of inception)  through  December
31, 2002.  The change in the  statement of operations  primarily  related to the
accounting of stock based  compensation and the AHC  Transaction,  which was not
properly  reported as a transaction  identical to that  resulting from a reverse
acquisition,  except goodwill or other intangible  assets are not recorded.  The
net change of $171,756  increased the net loss from $494,507 ($0.01 per weighted
average common share outstanding) to $666,263 ($0.06 per weighted average common
share  outstanding) for the period from July 3, 2002 (date of inception) through
December 31, 2002.

Additionally,  the issuance of the financial statements as of and for the period
ended March 31, 2003 as reported did not  properly  reflect  certain  historical
balances.  Therefore,  the financial statement presentation has been restated to
conform to the proper reporting of these transactions.


                                       8
<PAGE>

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

      PLAN OF OPERATION

            GENERAL

      The following  discussion and analysis should be read in conjunction  with
the Consolidated  Financial  Statements,  and the Notes thereto included herein.
The  information   contained   below  includes   statements  of  Altrimega's  or
management's  beliefs,  expectations,  hopes,  goals  and  plans  that,  if  not
historical,   are  forward-looking  statements  subject  to  certain  risks  and
uncertainties  that could cause actual results to differ  materially  from those
anticipated   in  the   forward-looking   statements.   For  a   discussion   on
forward-looking  statements,  see the information set forth in the  Introductory
Note to this Quarterly Report under the caption  "Forward  Looking  Statements",
which information is incorporated herein by reference.

      GOING CONCERN

      As  reflected in  Altrimega's  financial  statements  for the three months
ended  March 31,  2003,  Altrimega's  accumulated  deficit of  $673,452  and its
working capital deficiency of $273,958 raise substantial doubt about its ability
to continue as a going concern.  The ability of Altrimega to continue as a going
concern is dependent on Altrimega's ability to raise additional debt or capital.
The financial  statements for March 31, 2003 do not include any adjustments that
might be necessary if Altrimega is unable to continue as a going concern.

      CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Management's  discussion  and  analysis  of our  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported amounts of assets, liabilities,  revenues and expenses. At each balance
sheet  date,  management  evaluates  its  estimates.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.  The estimates and critical
accounting   policies  that  are  most  important  in  fully  understanding  and
evaluating  our  financial  condition  and results of  operations  include those
listed below.

      REVENUE RECOGNITION

      Gains from sales of operating  properties and revenues from land sales are
recognized using the full accrual method provided that various criteria relating
to the terms of the transactions  and any subsequent  involvement by the Company
with the  properties  sold are met. Gains or revenues  relating to  transactions
which do not meet the established  criteria are deferred and recognized when the
criteria  are  met or  using  the  installment  or  cost  recovery  methods,  as
appropriate  in the  circumstances.  For land sale  transactions  under terms in
which  the  Company  is  required  to  perform  additional  services  and  incur
significant  costs  after  title  has  passed,  revenues  and costs of sales are
recognized  proportionately  on  a  percentage  of  completion  basis.  Deposits
received prior to closing are recorded as a liability until the  consummation of
the sale at which time such amounts are  generally  applied  toward the purchase
price.

      Cost of land sales is generally  determined  as a specific  percentage  of
land sales  revenues  recognized  for each land  development  project.  The cost
percentages used are based on estimates of development  costs and sales revenues
to  completion  of each  project  and are  revised  periodically  for changes in
estimates or development  plans. The specific  identification  method is used to
determine cost of sales of certain parcels of land.

      PROPERTIES

      Properties  under  development  are carried at cost reduced for impairment
losses, where appropriate.  Properties held for sale are carried at cost reduced
for  valuation  allowances,  where  appropriate.  Acquisition,  development  and
construction  costs of properties in development and land  development  projects
are capitalized  including,  where applicable,  salaries and related costs, real
estate  taxes,   interest  and  preconstruction   costs.  The   pre-construction
development  (or an  expansion  of an existing  property)  includes  efforts and
related  costs to secure  land  control and zoning,  evaluate  feasibility,  and
complete other initial tasks, which are essential to development. Provisions are
made  for  potentially  unsuccessful   preconstruction  efforts  by  charges  to
operations.


                                       9
<PAGE>

      Properties held for sale are carried at the lower of their carrying values
(i.e.,  cost less  accumulated  depreciation and any impairment loss recognized,
where  applicable)  or  estimated  fair  values  less costs to sell.  Generally,
revenues and expenses related to property  interests acquired with the intention
to resell are not recognized.

      STOCK-BASED COMPENSATION

      The Company applies  Accounting  Principles  Board ("APB") Opinion No. 25,
Accounting  for Stock  Issued to  Employees,  and  Related  Interpretations,  in
accounting  for stock options  issued to employees.  Under APB No. 25,  employee
compensation  cost is recognized  when  estimated  fair value of the  underlying
stock on date of the grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees,  the Company applies SFAS No. 123,
Accounting  for  Stock-Based  Compensation,  which  requires the  recognition of
compensation  cost based upon the fair value of stock  options at the grant date
using the Black-Scholes option pricing model.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition  and Disclosure.  SFAS No. 148 amends the transition and
disclosure  provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

      PRINCIPLES OF CONSOLIDATION

      The  consolidated  financial  statements shown in this report excludes the
historical  operating  information of the parent before  September 30, 2002, and
includes the operating information of the subsidiary,  Creative Holdings,  Inc.,
from July 3, 2002  (date of  inception  of the  subsidiary),  and the  operating
information  of Sea  Garden  Funding,  LLC from  November  2002 (the date of the
purchase of 80% of the LLC) to March 31, 2003.

      All intercompany transactions have been eliminated.

      RESTATEMENT OF FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2002

      Subsequent  to  the  issuance  of  the  Company's  financial   statements,
management became aware that those financial  statements did not reflect account
balances  properly for the period from July 3, 2002 (date of inception)  through
December 31, 2002.  Properly  accounting of these items in the revised financial
statements has the following effect:

      For the period from July 3, 2002 (date of inception)  through December 31,
2002,  the  change in the  statement  of  operations  primarily  related  to the
accounting  for the share  exchange  agreement  between  Altrimega  and Creative
Holdings,  which was not properly  reported as a  transaction  identical to that
resulting from a reverse acquisition, except goodwill or other intangible assets
are not  recorded.  The net  change  of  $171,756  increased  the net loss  from
$494,507  ($0.01 per  weighted  average  common share  outstanding)  to $666,263
($0.06 per weighted  average common share  outstanding) for the period from July
3, 2002 (date of inception)  through December 31, 2002. The Company has filed an
amendment to its Form 10-KSB for fiscal year ended December 31, 2002.

      Additionally,  the issuance of the financial  statements as of and for the
period  ended  March 31,  2003 as  reported  did not  properly  reflect  certain
historical balances.  Therefore,  the financial statement  presentation has been
restated to conform to the proper reporting of these transactions.

      RESULTS OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2003

            REVENUES

      Revenue for the period ended March 31, 2003, was $181,979. The revenues in
2004 were  attributable to sales of units at the Sea Garden project in the first
quarter of 2003.  The  Company had no  operations  and no revenues in the period
ended March 31, 2002.


                                       10
<PAGE>

      COST OF REVENUE.  There was $154,609 cost of revenues for the period ended
March 31, 2003. The cost of revenue relates to  construction  and other costs of
units at the Sea Garden project.

      GROSS PROFIT. There was $27,370 in gross profit for the period ended March
31,  2003.  The  gross  profit  relates  to the sale of units at the Sea  Garden
project.

      OPERATING  EXPENSES.  Operating  expenses  for the period  ended March 31,
2003,  were  $28,624.  Operating  expenses  in  2003  consisted  of  $24,500  in
consulting fees and $4,124 in general and administrative expenses.

      NET LOSS.  Altrimega  had a net loss of $7,189 for the period  ended March
31, 2003.

      LIQUIDITY AND CAPITAL RESOURCES

      Altrimega's  financial  statements  have been  prepared on a going concern
basis  that  contemplates  the  realization  of  assets  and the  settlement  of
liabilities and commitments in the normal course of business. Altrimega incurred
a net loss of $7,189 for the three month period ended March 31, 2003, and had an
accumulated  deficit of $673,452 at March 31, 2003. As of March 31, 2003, we had
assets of $1,429,647 and  liabilities  of $1,668,605,  a difference of $238,958.
Additionally,  our current assets were  $1,394,647  and our current  liabilities
were $1,668,605, creating a working capital deficit of $273,958. The majority of
the assets, $1,248,961 consist of building sites contained within the Sea Garden
town home community.

      Consequently,  the majority of our liabilities,  $1,361,386,  are mortgage
loans on the Sea Garden  assets.  Accounts  payable to related  parties equal to
$255,000  are also  included  in our  liabilities.  Management  recognizes  that
Altrimega  must generate or obtain  additional  capital to enable it to continue
operations.  Management  is planning to obtain  additional  capital  principally
through  the  sale  of  equity   securities.   The  realization  of  assets  and
satisfaction  of  liabilities in the normal course of business is dependent upon
Altrimega   obtaining   additional  equity  capital  and  ultimately   obtaining
profitable  operations.  However, no assurances can be given that Altrimega will
be successful  in these  activities.  Should any of these events not occur,  the
accompanying consolidated financial statements will be materially affected.

      We had limited  operations and revenues  during the period ended March 31,
2003.  Our shortfall in working  capital has been met through  advances from our
president,  John Gandy,  and other  shareholders  who have advanced funds to pay
expenses incurred by the Company from time to time. At no time during the period
did these short term loans exceed $50,000.

      We  anticipate  that we will require  significant  capital to maintain our
corporate  viability  and execute our plan to develop real estate  projects.  We
anticipate  necessary  funds  will  most  likely  be  provided  by our  existing
shareholders, our officers and directors, and outside investors. We will require
significant  loan  guarantees  to  acquire  properties  for  development  and to
complete  construction  on  any  additional  construction  projects.  We  may be
required  to pledge  equity in the  Company to induce  individuals,  officers or
directors or other shareholders to guarantee our loans when necessary.

      Altrimega is at present meeting its current  obligations  from its monthly
cash  flows,  which  during  2002,  and to date in 2003 has  included  cash from
operations,  investor capital,  and loans from related parties.  However, due to
insufficient cash generated from operations,  Altrimega  currently does not have
internally  generated  cash  sufficient to pay all of its accrued  expenses  and
other liabilities.  As a result,  Altrimega is dependent on investor capital and
loans to meet its expenses and  obligations.  Although  related party loans have
allowed  Altrimega to meet its  obligations in the recent past,  there can be no
assurances  that  Altrimega's  present  methods of generating  cash flow will be
sufficient to meet future obligations. There can be no assurances that Altrimega
will be able to raise sufficient additional capital in the future.

      We have incurred losses since inception.  Management believes that it will
require  approximately  $150,000 in additional  capital to fund overall  Company
operations  for the next twelve  months.  This  amount  does not include  monies
necessary to construct new townhouse units at Sea Garden. Altrimega had $134,845
in cash and cash equivalents as of March 31, 2003.

      PLAN OF OPERATION

      The Company  derives it revenue from the sale of developed or  undeveloped
real  estate  parcels.  At  present,  the  Company  has one  project  generating
revenues,  Sea Garden Town Homes,  located in North Myrtle Beach, South Carolina
These Town Homes sell in the $95,000 to $105,000  range per Town Home unit.  The
Company  owns  the  building  sites  for an  additional  49  units  and is under
construction on 15 units. It is important for the Company to raise capital funds
through the sale of its common stock in order to provide  funding for additional
projects. The projected revenues and subsequent net earnings from the Sea Garden
project are not adequate to cover the  Company's  annual  operating  costs on an
ongoing basis.

                                       11
<PAGE>

      Altrimega intends to strive to locate, evaluate and proceed to finance and
develop multiple projects located primarily in the Myrtle Beach,  South Carolina
area and the Carolinas area of the United States. Management believes that these
areas  provide the  population  growth  necessary  to achieve  profits  from new
construction  projects.  For the last three years, Horry County,  South Carolina
has been one of the top three fastest growing counties in the United States.  In
1997,  Horry  County  showed a  population  of only  180,000.  Based on  current
projections  and  the  2000  census  data,  the  county  will  have a  permanent
population of 500,000. The principal industries of the area are tourism related.
Myrtle Beach is considered a drive-in  market,  where  tourists will drive their
cars rather than fly to the  destination.  The tourism  industry in Myrtle Beach
has developed three seasons,  spring golf, summer beach vacations and fall golf.
The spring and fall golf seasons bring  approximately  150,000 visitors per week
to play on the areas over 100 golf courses. The summer vacation season brings in
approximately 400,000 per week. The average tourist stay is one week.

      Altrimega's  business  strategy  includes  a focus on  interval  ownership
properties,  also  known as  time-share  properties,  that  cater to this  major
tourism  industry.  As well,  we intend to develop  projects in the medium price
ranges for the areas permanent service industry population.

      Management  intends to attempt to seek out low-risk  projects  that do not
require large financing  commitments.  In addition, we will continue to evaluate
projects throughout the Carolinas in high growth areas.

      Our  continuation  as a going  concern is dependent on our ability to meet
our obligations and obtain  additional debt or equity  financing  required until
our  current and  proposed  real estate  projects  are under way and  generating
earnings.  Until such time as these  projects are generating  earnings,  we have
taken the following steps to revise our operating and financial  requirements in
an effort to enable us to continue in existence:

      o     We  have   reduced   administrative   expenses   to  a  minimum   by
            consolidating management responsibilities to our president and chief
            executive officer.

      o     We intend to seek either equity or further debt funding.

      o     We  intend  to  attempt  to  obtain  the  professional  services  of
            third-parties through favorable financing arrangements or payment by
            the issuance of our common stock.

      We believe that the foregoing plan should enable us to generate sufficient
funds to continue its operations for the next twelve months.

      Management  has  implemented  this plan to overcome the Company's  serious
going concern  conditions.  The first step is to reduce operating costs. To this
end the Company's President and Chief Executive Officer, John Gandy, has assumed
almost all of the Company's  functions  from sales and  marketing,  locating and
evaluating new real estate  projects,  most  accounting  functions,  shareholder
relations and general  administrative  functions.  The Company's Chief Financial
Officer is receiving no compensation. The Company anticipates reduced consulting
expense in the next fiscal year.  Only one  consultant is on hand for additional
help in  evaluating  projects  and working  with the  accounting  and  reporting
functions of the Company.  Administrative  expenses,  including mostly legal and
accounting charges,  will constitute the largest expense items for the year. The
Company has made  arrangements  with these  outside  professionals  to work more
efficiently  with them to help reduce the overall  costs  associated  with these
services.

      In  addition,  the Company has located  some  potential  sources of equity
financing that could contribute to the Company's  financial  requirements in the
upcoming fiscal year. This element is especially critical to the Company's going
concern situation.  Before these sources can be fully explored, the Company must
correct some of its prior filings with the Securities  and Exchange  Commission.
Management  is in the  process  of  correcting  its prior  1934  Securities  Act
filings,  including  its annual  report of for 10-KSB for the fiscal  year ended
December 31, 2002,  and its  quarterly  reports on Forms 10-QSB for the quarters
ended March 31,  2003,  June 30, 2003 and  September  30, 2003,  including  this
amended report for the March 31, 2003 period.

      For the  next 12  months  we  anticipate  that we will  need  $150,000  to
continue to fund basic  operations,  in addition to funding necessary to acquire
and develop real estate projects. The Company anticipates  approximately $50,000
in consulting  fees in the next fiscal year and only minor  operating  expenses.
Any new real estate projects will require debt financing.  In summary, we expect
expenses to decline in the coming  fiscal  year due to a decrease in  consulting
fees and no other increases in operating expenses.


                                       12
<PAGE>

      The Company  plans to continue  operating  with small  administrative  and
consulting  fees in the  next  fiscal  year in  order  to  continue  operations.
Continuing to work with its accounting and legal professionals more efficiently,
the Company plans to reduce its fees for such services. In addition, the Company
plans to utilize only one consultant for accounting services.

      From time to time, Altrimega may evaluate potential acquisitions involving
complementary businesses,  content,  products or technologies.  Altrimega has no
present  agreements  or  understanding  with  respect  to any such  acquisition.
Altrimega's future capital  requirements will depend on many factors,  including
an increase in Altrimega's real estate projects, and other factors including the
results of future operations.

ITEM 3. CONTROLS AND PROCEDURES

      (A)   Evaluation Of Disclosure Controls And Procedures

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal  Executive  Officer and Principal  Financial Officer of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
period covered.

      (B)   Changes In Internal Controls Over Financial Reporting

      In  connection  with the  evaluation of the  Company's  internal  controls
during the  Company's  quarter  ended March 31, 2003,  the  Company's  Principal
Executive Officer and Principal Financial Officer have determined that there are
no changes to the Company's internal controls over financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       13
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEDURES

      None.

ITEM 2. CHANGES IN SECURITIES

      (a)  Effective  September  30, 2002,  Altrimega  issued Series A Preferred
Stock.  The rights of holders of Series A  Preferred  Stock are set forth in the
Certificate of Designation  filed as an Exhibit 4.01 to Altrimega's Form 10-KSB,
filed on May 20, 2003. Each share of the series is convertible, at the option of
the holder, into three hundred shares of common stock.

      (b) None.

      (c) None.

      (d) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)(1)  EXHIBITS.  The  following  exhibits  are  included as part of this
report:

SEC
EXHIBIT   REFERENCE
NUMBER    NUMBER        TITLE OF DOCUMENT            LOCATION

2.01      2             SHARE EXCHANGE AGREEMENT     Incorporated by reference
                        among Altrimega Health       to the Company's report
                        Corporation, Creative        on Form 8-K, dated
                        Holdings, Inc. and the       October 2, 2002
                        Shareholders of Creative
                        Holdings, Inc., dated as
                        of September 2, 2002

4.01      4             CERTIFICATE OF DESIGNATION   Incorporated by reference
                        AS OF SEPTEMBER 30, 2002     to Exhibit 4.01 to the
                                                     Company's Form 10-KSB
                                                     filed on May 20, 2003


                                       14
<PAGE>

      (b) REPORTS ON FORM 8-K.  During the quarter ended March 31, 2003 we filed
current reports on Form 8-K with the Commission reporting that:

May 20, 2003       Altrimega filed Amendment No. 2 to Form 8-K/A,
                   filing the financial statements required under reporting
                   that under Item 7, as a result of the Share Exchange
                   Agreement with Creative Holdings, Inc.


                                       15
<PAGE>

                                   SIGNATURES

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

August 6, 2004                          ALTRIMEGA HEALTH CORPORATION

                                        By: /s/ John Gandy
                                            ------------------------------------
                                            John Gandy,
                                            Chief Executive Officer and
                                            Director

August 6, 2004                          By: /s/ Ron Hendrix
                                            ------------------------------------
                                            Ron Hendrix,
                                            Chief Financial Officer and
                                            Secretary


                                       16