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 June 30, 2003     Commission File Number 0-29057

 [X]  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:

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

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

As of September  15,  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
                                  JUNE 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                        <C>
                                     ASSETS
                                                                            (RESTATED)
CURRENT ASSETS
   Cash                                                                    $    50,953
   Properties held for development or sale                                   1,134,523
   Prepaid expenses                                                             10,841
                                                                           -----------
     Total Current Assets                                                    1,196,317
                                                                           -----------
OTHER ASSETS
   Accounts receivable-related party                                            12,000
   Deposits                                                                     35,000
                                                                           -----------
     TOTAL ASSETS                                                          $ 1,243,317
                                                                           ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Notes payable                                                           $ 1,230,178
   Accounts payable - related parties                                          260,740
   Accounts payable                                                             64,664
                                                                           -----------
     Total Current Liabilities                                               1,555,582
                                                                           -----------
     Total Liabilities                                                       1,555,582
     Commitments and Contingencies                                                  --

MINORITY INTEREST DEFICIENCY                                                       503

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                                                        (744,468)
                                                                           -----------
     Total Stockholders' Deficit                                              (312,768)
                                                                           -----------
     TOTAL LIABILITIES & STOCKHOLDERS DEFICIT                              $ 1,243,317
                                                                           ===========
</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 AND SIX MONTHS ENDED
                                  JUNE 30, 2003
                                   (UNAUDITED)


                                               FOR THE THREE    FOR THE SIX
                                                MONTHS ENDED    MONTHS ENDED
                                               JUNE 30, 2003   JUNE 30, 2003
                                               -------------   -------------
SALES                                            $ 181,210       $ 363,189

COST OF SALES                                      167,639         322,248
                                                 ---------       ---------
Gross Profit                                        13,571          40,941
                                                 ---------       ---------
EXPENSES

Consultants                                         45,000          69,500
Administrative                                      25,010          29,134
                                                 ---------       ---------
TOTAL EXPENSES                                      70,010          98,634
                                                 ---------       ---------
LOSS FROM OPERATIONS                               (56,439)        (57,693)

Other Expenses Interest Expense                    (16,868)        (16,868)
                                                 ---------       ---------
Loss before minority interest                      (73,307)        (74,561)

LESS MINORITY INTEREST                               2,291          (3,644)
                                                 ---------       ---------
LOSS BEFORE PROVISION FOR
   INCOME TAXES                                    (71,016)        (78,205)

PROVISION FOR INCOME TAXES                              --              --
                                                 ---------       ---------
NET LOSS                                         $ (71,016)      $ (78,205)
                                                 =========       =========
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          49,007
                                                 =========       =========


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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           Additional
                                      Preferred Stock              Common Stock             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                                 --            --            --             --             --        (78,205)       (78,205)
                                -----------   -----------   -----------    -----------    -----------    -----------    -----------
Balance at June 30, 2003
   (RESTATED) UNAUDITED           1,000,000   $     1,000    49,139,950    $    49,140    $   381,560    $  (744,468)   $  (312,768)
                                ===========   ===========   ===========    ===========    ===========    ===========    ===========
</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 SIX MONTHS ENDED JUNE 30, 2003
                                   (UNAUDITED)


                                                                  June 31,
                                                                   2003
                                                                 RESTATED
                                                                ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                        $ (78,205)

Adjustments to reconcile net loss to net cash
provided by operating activities

Changes in
Properties held for development or sale                           221,695
Accts receivable-related party                                    (12,000)
Advance deposits                                                   (4,441)
Accts payable-related                                              10,740
Accts payable                                                      71,945
Minority interest                                                   3,664
                                                                ---------
Net Cash from Operations                                          166,062

CASH FLOWS FROM FINANCING ACTIVITIES

Payments on notes payable                                        (209,478)
                                                                ---------

Net Increase in Cash                                                3,900

Cash at Beginning of Period                                        47,053
                                                                ---------

Cash at End of Period                                           $  50,953
                                                                =========

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


                                       6

<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (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 June 30,  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 $78,205 for the
six months  ended June 30, 2003 and an  accumulated  deficit of $744,468 at June
30, 2003.  The  Company's  current  liabilities  exceeded its current  assets by
$359,265 at June 30, 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.

The Company  issued no stock and granted no warrants or options to employees for
compensation for the six months ended June 30, 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.


                                       7
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)


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 June 30,  2003,  the Company  has four notes  payable  totaling  $257,152,
$132,976,  $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 June 30, 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
$260,740.

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 June 30, 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 six months
ended June 30, 2003, Altrimega's accumulated deficit of $744,468 and its working
capital  deficiency  of $359,265  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 June 30, 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.  Properties  held for sale are carried at the
lower of their carrying values (i.e., cost less accumulated depreciation and any


                                       9
<PAGE>

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.  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 value  less  costs to sell.  Generally,  revenues  and  expenses
related  to  property  interests  acquired  with  intentions  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 June 30, 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 THREE AND SIX MONTH PERIODS ENDED
                JUNE 30, 2003

           REVENUES

           Revenue for the three month period ended June 30, 2003, was $181,210.
Revenue for the six month period ended June 30, 2003 was $363,189.

           COST OF REVENUE.  There was  $167,639  cost of revenues for the three
month period  ended June 30,  2003.  There was $322,248 and cost or revenues for
the six month  periods  ended  June 30,  2003.  The cost of  revenue  relates to
construction and other costs of units at the Sea Garden project.

           GROSS  PROFIT.  There was $13,571 and $40,941 in gross profit for the
three and six month periods ended June 30, 2003, respectively.  The gross profit
relates to the sale of units at the Sea Garden project.


                                       10
<PAGE>

           OPERATING  EXPENSES.  Operating  expenses  for the three month period
ended  June 30,  2003 were  $70,010.  Operating  expenses  in three  month  2003
consisted   of  $45,000  in   consulting   fees  and   $25,010  in  general  and
administrative expenses.  Operating expenses for the six month period ended June
30, 2003 was $98,634,  consisting of $69,500 in consultants expenses and $29,134
in administrative expenses.

           NET (LOSS)  PROFIT.  Altrimega realized a net loss of $71,016 for the
three month period ended June 30, 2003. Altrimega realized a net loss of $78,205
for the six month periods ended June 30, 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 $71,016 for the three month  period ended June 30, 2003 and has an
accumulated  deficit of $744,468 at June 30, 2003.  As of June 30, 2003,  we had
assets of $1,243,317 and  liabilities  of $1,555,582,  a difference of $312,405.
Additionally,  our current assets were  $1,196,317  and our current  liabilities
were $1,555,582, creating a working capital deficit of $359,265. The majority of
the assets, $1,134,523 consist of building sites contained within the Sea Garden
town home community. Consequently, the majority of our liabilities,  $1,230,178,
are mortgage loans on the Sea Garden assets. Accounts payable to related parties
equal to $260,740 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 June
30, 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.

           For the six months ended June 30, 2004,  Altrimega  had net cash from
operations of $213,378,  no cash from investing  activities and used $209,478 in
cash in financing activities.

           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
$50,953 in cash and cash equivalents as of June 30, 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 sell 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 intenda 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 June 30, 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


                                       12
<PAGE>

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 June 30,  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