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

                                   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, 2004

                         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 May 21, 2004, 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 SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                                     <C>
CURRENT ASSETS
    Cash                                                                $    16,392
    Properties held for development or sale                                 728,212
    Prepaid expenses                                                          5,600
                                                                        -----------
        Total Current Assets                                                750,204

OTHER ASSETS

    Deposits                                                                 35,000
    Accts receivable-related party                                           58,560
                                                                        -----------
        TOTAL ASSETS                                                    $   843,764
                                                                        ===========
               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

    Notes payable - secured by residential units for sale               $   909,752
    Accounts payable - related parties                                      266,911
    Accounts payable                                                         79,511
                                                                        -----------
        Total Current Liabilities                                         1,256,174
                                                                        -----------
MINORITY INTEREST DEFICIENCY                                                (14,391)

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                                                    (829,719)
                                                                        -----------
        Total Stockholders' Deficit                                        (398,019)
                                                                        -----------
        TOTAL LIABILITIES & STOCKHOLDERS DEFICIT                        $   843,764
                                                                        ===========
</TABLE>


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


                                       3
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Mar 31,         Mar 31,
                                                        2004            2003
                                                                     (Restated)
                                                    ------------    ------------
<S>                                                 <C>             <C>
REVENUE                                             $         --    $    181,979

COST OF REVENUE                                               --         154,609
                                                    ------------    ------------
    Gross Profit                                              --          27,370
                                                    ------------    ------------
OPERATING EXPENSES
    Consultants                                               --          24,500
    Administrative                                        26,322           4,124
                                                    ------------    ------------
        TOTAL OPERATING EXPENSES                          26,322          28,624
                                                    ------------    ------------
        INCOME (LOSS) FROM OPERATIONS                     26,322          (1,254)

OTHER INCOME (EXPENSE)
    Interest Expense                                     (11,655)             --
    Other Income                                           3,150              --

        TOTAL OTHER INCOME (EXPENSE)                      (8,505)             --
                                                    ------------    ------------
LOSS before minority interest                            (34,827)         (1,254)
MINORITY INTEREST                                          4,193          (5,935)
                                                    ------------    ------------
NET LOSS                                            $    (30,634)         (7,189)
                                                    ============    ============
NET LOSS PER COMMON SHARE
    Basic and diluted                               $      (0.00)   $      (0.00)
                                                    ------------    ------------
AVERAGE  OUTSTANDING SHARES - (stated in 1,000's)
    Basic and diluted                                     49,140          48,873
                                                    ------------    ------------
</TABLE>


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


                                       4
<PAGE>


                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                               Mar 31,         Mar 31,
                                                                                                 2004           2003
                                                                                                             (Restated)
                                                                                            ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                         <C>             <C>
    Net loss                                                                                $    (30,634)   $     (7,189)

    Adjustments to reconcile net loss to net cash provided (used) by operating activities

    Changes in

        Properties held for development or sale                                                  (68,697)        107,257
        Accts receivable-related party                                                             4,000              --
        Advance deposits                                                                              --          (4,441)
        Accts payable-related                                                                      6,000           5,000
        Accts payable                                                                             43,425          59,500
        Minority interest                                                                         (4,193)          5,935
                                                                                            ------------    ------------
           Net Cash provided (used) by operating activities                                      (50,099)        166,062

CASH FLOWS FROM INVESTING ACTIVITIES                                                                  --              --

CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from notes payable                                                                  139,752              --
    Payments on notes payable                                                                    (75,000)        (78,270)
                                                                                            ------------    ------------
    Net cash provided by financing activities                                                     64,752          78,270
                                                                                            ------------    ------------
    Net Increase in Cash                                                                          14,653          87,792

    Cash at Beginning of Period                                                                    1,739          47,053
                                                                                            ------------    ------------
    Cash at End of Period                                                                   $     16,392    $    134,845
                                                                                            ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid for income taxes                                                             $     11,655    $         --
                                                                                            ============    ============
     Cash paid for interest                                                                 $         --    $         --
                                                                                            ============    ============
</TABLE>


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


                                       5
<PAGE>



                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated 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, 2003 of Altrimega Health Corporation and Subsidiary (the "Company").

The interim financial statements present the condensed balance sheet, statements
of operations,  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 financial position of the company as
of March 31, 2004 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.The
accounting for the AHC Transaction is identical to that resulting from a reverse
acquisition, except goodwill or other intangible assets will not be recorded.

During November 2002, the Company acquired 80% of Sea Garden Funding, LLC by the
assumption of certain liabilities.  Sea Garden Funding, LLC was organized in the
state of South Carolina on November 13, 2002 for the purpose of the  development
and sale of residential real estate. (See Note 2)

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  $133,000 for the year ended  December 31,
2003, with an accumulated  loss from inception of  approximately  $799,000.  The
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$475,000 as of December 31, 2003.  The Company had a net loss of $30,634 for the
three  months  ended  March 31, 2004 and an  accumulated  deficit of $829,719 at
March 31, 2004. The Company's current liabilities exceeded its current assets by
$505,970 at March 31, 2004.


                                       6
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION (CONTINUED)

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.

Management's  plan, in this regard,  is to develop and sale real estate in order
to provide  additional  working  capital for its future planned  activity and to
service its debt, which will enable the Company to operate for the coming year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification-Certain  prior year balances have been  reclassified to conform
to the current year presentation, which have no effect on the loss.

Principles of consolidation - The consolidated  financial statements include the
accounts of the  Company  and its  subsidiaries.  All  significant  intercompany
balances and transactions have been eliminated.

Use of estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
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
revenue and expenses  during the reporting  period.  Actual results could differ
from those estimates.

Advertising  and  marketing  costs  - The  Company  recognizes  advertising  and
marketing  costs in accordance  with  Statement of Position  93-7  "Reporting on
Advertising  Costs."  Accordingly,  the Company  expenses the costs of producing
advertisements  at the  time  production  occurs,  and  expenses  the  costs  of
communication  advertising  in the  period  in which  the  advertising  space or
airtime  is  used.  Advertising  costs  are  charged  to  expense  as  incurred.
Advertising  expenses  was $6,790 and $- for the year ended  December  31, 2003.
Advertising expenses for the three months ended March 31, 2004 was $800.

Fair value of financial  instruments - The carrying  amounts and estimated  fair
values of the Company's financial  instruments  approximate their fair value due
to the short-term nature.

Earnings  (loss)  per  share - Basic  earnings  (loss)  per share  excludes  any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed  using the  weighted-average  number of outstanding
common  shares  during the  applicable  period.  Diluted  earnings  per share is
computed using the weighted average number of common and common stock equivalent
shares  outstanding  during  the  period.  Common  stock  equivalent  shares are
excluded from the computation if their effect is antidilutive.

Income  taxes - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable


                                       7
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)

to  differences  between the financial  statement  carrying  amounts of existing
assets  and  liabilities   and  their   respective  tax  bases  and  tax  credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

As of December 31 2003, the Company has available net operating loss  carryovers
of approximately $800,000 that will expire in various periods through 2023. Such
losses may not be fully  deductible due to the  significant  amounts of non-cash
service costs.  The Company has  established a valuation  allowance for the full
tax benefit of the operating loss  carryovers due to the  uncertainty  regarding
realization.

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

Sales of property - 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.


                                       8
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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

Comprehensive loss - The Company has no components of other  comprehensive loss.
Accordingly, net loss equals comprehensive loss for all periods.

Segment  information - The Company discloses  segment  information in accordance
with SFAS No.  131,  Disclosures  about  Segments of an  Enterprise  and Related
Information,   which  uses  the  Management  approach  to  determine  reportable
segments. The Company operates under one segment.

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.

Net  loss  per  common  share - The  Company  computes  net  loss  per  share in
accordance  with SFAS No.  128,  Earnings  per  Share  and SEC Staff  Accounting
Bulletin No. 98. Under the provisions of SFAS 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common  stockholders for
the period by the weighted average number of shares of common stock  outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents, however, potential common shares are excluded if their
effect is antidilutive.  For the three months ended March 31, 2004, for the year
ended  December  31, 2003 and the period from July 3, 2002  (Inception)  through
December 31,  2003,  no shares were  excluded  from the  computation  of diluted
earnings per share because their effect would be antidilutive.

New  accounting  pronouncements  - In July 2001,  the FASB  issued SFAS No. 143,
Accounting for Obligations  Associated with the Retirement of Long-Lived Assets.
SFAS No. 143 establishes accounting standards for the recognition and


                                       9
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

measurement of an asset retirement obligation and its associated asset cost. Its
retirement also provides  accounting  guidance for legal obligations  associated
with the retirement of tangible  long-lived assets. SFAS No. 143 is effective in
fiscal years beginning after June 15, 2002, with early adoption  permitted.  The
adoption  of SFAS  No.  143 did not  have a  material  impact  on the  Company's
financial statements.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets.  SFAS 144 establishes a single  accounting model
for the  impairment or disposal of  long-lived  assets,  including  discontinued
operations.  SFAS 144 superseded Statement of Financial Accounting Standards No.
121,  Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to Be  Disposed  Of, and APB  Opinion  No. 30,  Reporting  the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions.  The
provisions  of SFAS No.  144 are  effective  in  fiscal  years  beginning  after
December  15,  2001,  with early  adoption  permitted,  and in general are to be
applied  prospectively.  The  adoption  of SFAS No.  144 did not have a material
impact on the Company's  financial  statements  for the three months ended March
31, 2004 or the years ended December 31, 2003 and 2002.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities.  SFAS No. 146 addresses financial  accounting
and reporting for costs  associated  with exit or disposal  activities,  such as
restructurings,   involuntarily   terminating   employees,   and   consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
three months ended March 31, 2004 or the years ended December 31, 2003 and 2002.

In April  2003,  the  FASB  issued  SFAS No.  149,  Amendment  of SFAS No.  133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  SFAS  No.  133  for  decisions  made  (1) as  part  of  the  Derivatives
Implementation  Group process that effectively  required  amendments to SFAS No.
133,  (2) in  connection  with  other  Board  projects  dealing  with  financial
instruments, and (3) in connection with implementation issues raised in relation
to the  application of the definition of a derivative.  The Statement  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristics  of a derivative  discussed  in paragraph  6(b) of SFAS No. 133,
clarifies  when  a  derivative  contains  a  financing  component,   amends  the
definition of  underlying to conform it to language used in FASB  Interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including  Indirect  Guarantees of  Indebtedness  of Others,  and amends certain
other  existing  pronouncements.  Those  changes will result in more  consistent
reporting  of  contracts  as  either  derivatives  or hybrid  instruments.  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003  and  for  hedging  relationships  designated  after  June  30,  2003.  The
implementation  of SFAS  No.  149  did  not  have a  material  on the  Company's
financial statements.


                                       10
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity.  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. In
addition,  the Statement requires an issuer to classify certain instruments with
specific  characteristics  described  in it as  liabilities.  This  Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after  June 15,  2003.  The  implementation  of SFAS  No.  150 is not
expected to have a material effect on the Company's financial statements.

3.  BUSINESS COMBINATIONS AND ACQUISITIONS

Sea Garden  Funding,  LLC - In November  2001,  the Company  acquired 80% of Sea
Garden Funding, LLC (a South Carolina Limited Liability Company) in exchange for
the  assumption  of certain  liabilities.  The Company  will account for its 80%
ownership  interest  in Sea Garden  Funding,  LLC using the  purchase  method of
accounting  under APB No. 16. The results of operations for the acquired company
have been included in the consolidated financial results of the Company from the
date of such  transaction  forward.  The Company  acquired  the project from Sea
Garden,  LLC on October 21, 2002 for the payment of $210,000 and the  assumption
of  $1,071,344.66  in mortgages on the real  property held by Horry County State
Bank.  The  remaining  20% interest in Sea Garden  Funding,  LLC, is owned by an
unaffiliated party, Tom Roe, an individual, of Myrtle Beach, South Carolina. The
acquisition was made by exercising an option that Creative Holdings,  Inc., held
on the  parcel.  The  option  was not  valued as no  consideration  was given by
Creative Holdings to hold the option.  The real property held by Sea Garden, LLC
was acquired prior to Creative's acquisition of Sea Garden Funding, LLC.

In accordance with APB No. 16, all  identifiable  assets were assigned a portion
of the cost of the  acquired  company  (purchase  price)  on the  basis of their
respective  fair  values.  Intangible  assets  were  identified  and  valued  by
considering  the Company's  intended use of the acquired  assets and analysis of
data concerning products,  technologies,  markets,  historical performance,  and
underlying assumptions of future performance. The economic environments in which
the  Company  and the  acquired  company  operate  were also  considered  in the
valuation analysis.

4.  NOTES PAYABLE

As of March 31,  2004,  the  Company  has two  notes  payable  with  outstanding
balances of $370,000 and $400,000.  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,  2003),  and maturity in March 2005 and
December 2004, respectively.

During March 2004, the Company entered into a Prommissory  Note with the ability
to draw  funds up to  $360,000.  The  outstanding  balances  are  secure by real
estate,  payable in monthly  installments of interest only at the greater of the
prime  lending  rate plus 0.1% or 6.75%,  and maturity in December  2004.  As of
March 31, 2004, the Company has drawn $139,752 on the Promissory Note.

5.  RELATED PARTY TRANSACTIONS

Accounts  receivable  -  related  party - The  Company  has made a  non-interest
bearing,  due on demand  loan to the  minority  interest  holder  of Sea  Garden
Funding LLC, which as of March 31, 2004 totaled $58,560.


                                       11
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

5.   RELATED PARTY TRANSACTIONS (CONTINUED)

Accounts payable-related parties - As of March 31, 2004, officers-directors, and
their  controlled  entities,  have acquired 36% of the outstanding  stock of the
Company, after the conversion of the preferred shares to common shares, and have
made non-interest bearing, due on demand loans to the Company totaling $266,911.

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.

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.



7.   STOCKHOLDERS' DEFICIT

During 2002, the Company issued  10,500,000 shares of common stock at a weighted
average fair value of approximately $0.03 per share for services.

During 2002, the Company issued  18,499,700 shares of the Company's common stock
in consideration of the AHC Transaction,  as discussed in Note 1. A recipient of
approximately  5,000,000 shares of the common stock returned 4,879,750 shares to
the Company which were cancelled accordingly.

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  interest of
$39,500).

8.   COMMITMENTS AND CONTINGENCIES

Leased  facility - The Company pays $600 per month to lease a townhouse unit for
its model on a  non-cancelable  lease which expired in April 2004.  The owner of
the unit agreed to a  three-month  extension of the lease for $2,400.  The lease
agreement is with an unrelated couple from North Carolina, who intends to occupy
the unit for vacation use when the lease  expires.  The Company will then have a
unit in one of its other  buildings  currently under  construction  for use as a
model.

The Company has a consulting agreement,  with unrelated parties,  which provides
for a quarterly payment of $45,000.

9. SUBSEQUENT ENEVTS

During April 2004, the Company  entered into a Promissory  Note with the ability
to draw funds up to  $360,000.  The  outstanding  balances  are  secured by real
estate,  payable in monthly  installments of interest only at the greater of the
prime  lending rate plus 0.1% or 6.75%,  and maturity in December  2004.  During
April and May 2004, the Company has drawn $150,135 on the Promissory Note.


                                       12
<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 Annual 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, 2004, Altrimega's accumulated deficit of $829,719 and its
working capital deficiency of $505,970 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, 2004 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


                                       13
<PAGE>


development.  Provisions are made for potentially  unsuccessful  preconstruction
efforts by charges to operations.

                  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.

PRINCIPALS 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 December 31, 2002.

                  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 is in the
process of  preparing  an  amendment  to its Form  10-KSB for fiscal  year ended
December 31, 2002.

RESULTS OF  OPERATIONS  FOR THE PERIOD  ENDED  MARCH 31,  2004,  COMPARED TO THE
PERIOD ENDED MARCH 31, 2003

                  REVENUES

                  Revenue for the period  ended  March 31,  2004,  was $0.00,  a
decrease of  $181,979,  as compared to $181,979 in revenues for the period ended
March 31, 2003. The decrease in revenues in 2004 was attributable to no sales of
units at the Sea Garden project in the first  quarter,  where the Company sold 2
units in 2003. We anticipate revenues for the fiscal year ending 2004 to consist
mainly or completely of the sale of units at the Sea Garden Project.

                  COST OF  REVENUE.  There was no cost of revenue for the period
ended March 31, 2004, as there were no construction revenues.

                  GROSS  PROFIT.  There was no gross profit for the period ended
March 31, 2004.  The gross profit relates to the sale of units at the Sea Garden
project.


                                       14
<PAGE>


                  OPERATING  EXPENSES.  Operating  expenses for the period ended
March 31, 2004, were $26,322, as compared to $28,624, for the period ended March
31,  2003.  Operating  expenses  in 2004  consisted  of $26,322  in general  and
administrative   expenses.  The  decrease  of  $2,302  from  2003  to  2004  was
attributable to a decrease in consulting and  professional  fees,  which equaled
$24,500 in the period  ended  March 31,  2003.  this  decrease  was offset by an
increase of $22,198 to administrative expense.

                  OTHER INCOME (EXPENSE).  Other income (expense) for the period
ended March 31,  2004,  was a net expense of $8,505,  an increase of $8,505,  as
compared  to a net  expense  of $0 for the  period  ended  March 31,  2003.  The
increase  in other  expense  in 2004 was  primarily  attributable  to $11,655 in
interest  expense from loans used in the  construction  of two  buildings at Sea
Gardens and the two mortgages on the remaining land at the Sea Garden project.

                  NET LOSS.  Altrimega  had a net loss of $30,634 for the period
ended March 31,  2004,  as compared to a net loss of $7,189 for the period ended
March 31, 2003. The increase of $17,403 was mostly  attributable  to no revenues
being recognized in the period.

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 $30,634 and $17,403 for the periods ended March 31, 2004 and March
31, 2003, respectively,  and has an accumulated deficit of $829,719 at March 31,
2004.  As of  March  31,  2004,  we had  total  assets  of  $843,764  and  total
liabilities of $1,256,174, a difference of $412,410.  Additionally,  our current
assets were $750,204 and our current  liabilities  were  $1,256,174,  creating a
working  capital  deficit of  $505,970.  The  majority of the assets,  $728,212,
consist of building sites contained within the Sea Garden town home community.

                  Consequently,  the majority of our liabilities,  $909,752, are
mortgage loans on the Sea Garden  assets.  Accounts  payable to related  parties
equal to $266,911 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, 2004. 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.

                  For the three months  ended March 31,  2004,  the Company used
net cash in operations  of $50,099,  no cash for  investing  activities  and had
$64,752 in cash provided by financing activities.

                  During March 2004, the Company entered into a Prommissory Note
with the ability to draw funds up to  $360,000.  The  outstanding  balances  are
secure by real estate,  payable in monthly  installments of interest only at the
greater of the prime  lending rate plus 0.1% or 6.75%,  and maturity in December
2004.  As of March 31, 2004,  the Company has drawn  $139,752 on the  Promissory
Note.

                  During April 2004, the Company  entered into a Promissory Note
with the ability to draw funds up to  $360,000.  The  outstanding  balances  are
secured by real estate,  payable in monthly installments of interest only at the
greater of the prime  lending rate plus 0.1% or 6.75%,  and maturity in December
2004.  During  April  and May  2004,  the  Company  has  drawn  $150,135  on the
Promissory Note.

                  During  April  2004,   the  Company   entered  into  a  second
Promissory  Note with the ability to draw funds up to $360,000.  The outstanding
balances are secured by real estate, payable in monthly installments of interest
only at the prime  lending rate plus 0.1%,  and  maturity in April 2005.  During
April and May 2004, the Company has drawn $137,928 on the Promissory Note.

                  During April 2004, the Company paid an additional  $150,000 in
principal on a note payable.

                  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 2003, and to date in 2004 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 incurred  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 currently has approximately $16,000 in cash and cash equivalents as of
March 31, 2004 and has $22,100 in cash as of May 21, 2004.


                                       15
<PAGE>


PLAN OF OPERATION

                  The Company  derives its 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. These units have been pre-sold and construction
is set to begin on another 10 units in June, 2004.

                  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.

                  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 attempt 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.  Mr. Gandy has foregone any  compensation  for the last half of 2003,
and has  committed to continue with no  compensation  through at least the first
six months of 2004.  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.


                                       16
<PAGE>


                  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.

                  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.

                  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  31,2004,  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.



                                       17
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None.

ITEM 2.  CHANGES IN SECURITIES

                  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) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT NUMBER           TITLE OF DOCUMENT                                      LOCATION
--------------           -----------------                                      --------
<S>                      <C>                                                    <C>
31.1                     Certification by Chief Executive Officer pursuant      Provided herewith
                         to 15 U.S.C. Section 7241, as adopted pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002

31.2                     Certification by Chief Financial Officer pursuant to   Provided herewith
                         15 U.S.C. Section 7241, as adopted pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002

32.1                     Certification by Chief Executive Officer pursuant to   Provided herewith
                         18 U.S.C. Section 1350, as adopted pursuant
                         to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


                  (B) REPORTS ON FORM 8-K:

                  During the three months ended March 31, 2004,  the Company did
not file any current reports on Form 8-K with the Commission. On April 14, 2004,
the Company  filed a Form 8-K  reporting  under Item 4 that the Company  engaged
L.L. Bradford & Company,  LLC, as its independent  auditors,  replacing Seller &
Andersen, L.L.C.


                                       18
<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.

JUNE 2, 2004                         ALTRIMEGA HEALTH CORPORATION

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

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


                                       19