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 SEPTEMBER 30, 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
      (State or other jurisdiction                      87-0631750
     of incorporation or organization)           (I.R.S. Employer I.D. No.)

     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 November 15, 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
                                  (UNAUDITED)

                      ASSETS
                                                                   September 30,
                                                                       2004
                                                                   -----------
Current assets
    Cash                                                           $    44,640
    Accounts receivable                                                    539
    Properties held for development or sale                          1,500,577
    Prepaid expenses                                                     5,600
                                                                   -----------
      Total current assets                                           1,551,356

Other assets
    Accounts receivable - related party                                 59,560
    Deposits                                                            35,000
                                                                   -----------
      Total other assets                                                94,560
                                                                   -----------

Total assets                                                       $ 1,645,916
                                                                   ===========

            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Notes payable                                                  $ 1,539,788
    Accounts payable - related parties                                 263,688
    Accounts payable                                                   227,975
                                                                   -----------
      Total current liabilities                                      2,031,451
                                                                   -----------

Total liabilities                                                    2,031,451

Commitments and contingencies                                               --

Minority interest                                                       (1,191)

Stockholders' deficit
    Preferred stock; $0.001 par value; 10,000,000 shares
      authorized, 1,000,000 shares issued and outstanding                1,000
    Common stock; $0.001 par value; 50,000,000 shares
      authorized, 49,139,950 shares issued and outstanding              49,140
    Additional paid-in capital                                         381,560
    Accumulated deficit during the development stage                  (816,044)
                                                                   -----------
      Total stockholders' deficit                                     (384,344)
                                                                   -----------

Total liabilities and stockholders' deficit                        $ 1,645,916
                                                                   ===========

                 See Accompanying Notes to Financial Statements

                                       3
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                      For the three   For the three   For the nine    For the nine
                                      months ended    months ended    months ended    months ended
                                      September 30,   September 30,   September 30,   September 30,
                                          2004            2003            2004            2003
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
Revenue                               $  1,065,348    $    271,679    $  1,065,348    $    634,868

Cost of revenue                            952,683         260,775         954,312         583,023
                                      ------------    ------------    ------------    ------------

Gross profit                               112,665          10,904         111,036          51,845

Operating expenses
   Consulting and professional fees             --              --              --          69,500
   General and administrative               31,291           9,820          86,414          38,954
                                      ------------    ------------    ------------    ------------

     Total operating expenses               31,291           9,820          86,414         108,454
                                      ------------    ------------    ------------    ------------

Loss from operations                        81,374           1,084          24,622         (56,609)

Other income (expense)
   Interest expense                        (12,896)        (14,444)        (32,803)        (31,312)
   Other income (expense)                   (2,549)             --             229              --
                                      ------------    ------------    ------------    ------------
     Total other income (expense)          (15,445)        (14,444)        (32,574)        (31,312)

Loss before minority interest               65,929         (13,360)         (7,952)        (87,921)

Minority interest                          (16,965)          2,239          (9,007)         (1,405)
                                      ------------    ------------    ------------    ------------
Loss before provision
 for income taxes                           48,964         (11,121)        (16,959)        (89,326)

Provision for income taxes                      --              --              --              --
                                      ------------    ------------    ------------    ------------

Net loss                              $     48,964    $    (11,121)   $    (16,959)   $    (89,326)
                                      ============    ============    ============    ============

Basic and diluted loss
 per common share                     $       0.00    $      (0.00)   $      (0.00)   $      (0.00)
                                      ============    ============    ============    ============

Basic and diluted weighted
 average common shares outstanding      49,139,950      49,139,950      49,139,950      49,052,038
                                      ============    ============    ============    ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                     For the nine  For the nine
                                                     months ended  months ended
                                                     September 30, September 30,
                                                         2004          2003
                                                      ---------      ---------

   Net loss                                           $ (16,959)     $ (89,326)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Minority interest                                    9,007          1,405
   Changes in operating assets and liabilities
     Properties held for development or sale           (841,062)       439,135
     Prepaid commissions                                     --         (4,441)
     Accounts receivable - related party                  3,000        (57,264)
     Accounts receivable                                   (539)            --
     Accounts payable- related parties                    2,777         10,740
     Accounts payable                                   191,889         52,788
                                                      ---------      ---------
       Net cash provided (used)
        by operating activities                        (651,887)       353,037

Cash flows from financing activities
   Proceeds from notes payable, net of payments         694,788             --
   Payments on notes payable                                 --       (398,143)
                                                      ---------      ---------
       Net cash provided (used)
        by financing activities                         694,788       (398,143)
                                                      ---------      ---------

Net change in cash                                       42,901        (45,106)

Beginning cash balance                                    1,739         47,053
                                                      ---------      ---------

Ending cash balance                                   $  44,640      $1,947640
                                                      =========      =========

Supplemental disclosure of cash flow information:
   Cash paid for income taxes                         $      --      $      --
                                                      =========      =========

   Cash paid for interest                             $  32,803      $  31,312
                                                      =========      =========

                 See Accompanying Notes to Financial Statements


                                       5
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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, 2003 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 September  30, 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.

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  approximately
$17,000 for the nine months ended September 30, 2004 and an accumulated  deficit
of  approximately   $816,000  at  September  30,  2004.  The  Company's  current
liabilities  exceeded its current assets by approximately  $480,000 at September
30, 2004.

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.

                                       6
<PAGE>

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

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 September 30, 2004 was $-0-.

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
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.

                                       7
<PAGE>

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

2. SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)

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
                               SEPTEMBER 30, 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.

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 nine months ended September 30, 2004.

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

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 September 30, 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
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.

                                       9
<PAGE>

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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
September 30, 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  September 30, 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.

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.

                                       10
<PAGE>

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

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.

<TABLE>
<CAPTION>

4. NOTES PAYABLE

Notes payable consists of the following as of September 30, 2004:

<S>                                                                                    <C>
Promissory note payable secured by real estate, payable in monthly
installments of interest only at 6.0%, due March 2005                                   $   70,000

Promissory note payable secured by real estate, payable in quarterly
installments of interest only at prime lending rate plus 0.5% (4.75%
as of September 30, 2004), due December 2004                                               200,000

Promissory note payable with ability to draw up to $360,000 secured by real
estate, payable in monthly installments of interest only at prime lending rate
plus 0.5% (4.75% as of September 30, 2004), due December 2004                                3,773

Promissory note payable with ability to draw up to $365,000 secured by real
estate, payable in monthly installments of interest only at prime lending rate
plus 0.5% (4.75% as of September 30, 2004), due December 2004                               91,011

Promissory note payable with ability to draw up to $760,000 secured by real
estate, payable in monthly installments of interest only at prime lending rate
plus 0.5% (4.75% as of September 30, 2004), due December 2004                              505,560

Promissory note payable with ability to draw up to $640,000 secured by real
estate, payable in monthly installments of interest only at prime lending rate
plus 0.5% (4.75% as of September 30, 2004), due September 2005                             304,803

Promissory note payable with ability to draw up to $690,000 secured by real
estate, payable in monthly installments of interest only at prime lending rate
plus 0.5% (4.75% as of September 30, 2004), due July 2005                                  364,641
                                                                                        ----------

                                                                                         1,539,788
Less amounts due within one year:                                                        1,539,788
                                                                                        ----------

Long-term portion of loan payable                                                       $       --
                                                                                        ==========
</TABLE>

                                       11
<PAGE>

5. RELATED PARTY TRANSACTIONS

Accounts  receivable - related party - As of September 30, 2004, 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 September 30, 2004 totaled $59,560.

Accounts   payable   -   related   parties   -  As  of   September   30,   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 $263,688.

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. 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).

7. COMMITMENTS AND CONTINGENCIES

Leased  facility - The Company paid $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 currently expires and the Company no longer leases this unit.

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

8. SUBSEQUENT EVENTS

During  October  2004,  the  Company  signed a  non-binding  Letter of Intent to
acquire  all of the  outstanding  shares  of  common  stock of Top Gun  Sports &
Entertainment,  Inc., in exchange for the issuance of  26,000,000  shares of the
Altrimega Health Corporation common stock to the current shareholders of Top Gun
Sports & Entertainment,  Inc. Altrimega Health would effect a 1-for-1000 reverse
stock  split  prior  to  closing  the  proposed  merger.   This  acquisition  is
conditioned  upon Altrimega  Health  increasing its authorized  shares of common
stock to 250,000,000,  obtaining specified financing and obtaining approval of a
majority of its shareholders.

                                       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 Condensed 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 September 30, 2004,  Altrimega's  accumulated  deficit of $816,044 and its
working capital deficiency of $480,095 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 September 30, 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 development. Provisions are
made  for  potentially  unsuccessful   preconstruction  efforts  by  charges  to
operations.

                                       13
<PAGE>

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

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

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, 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, as well as
amendments to its quarterly reports for fiscal year 2003.

Results Of  Operations  For The Three Month  Period  Ended  September  30, 2004,
Compared To The Three Month Period Ended September 30, 2003

Revenues

      Revenue  for  the  three  month  period  ended  September  30,  2004,  was
$1,065,348, an increase of $793,669, as compared to $271,679 in revenues for the
same period  ended  September  30,  2003.  The  increase in revenues in 2004 was
attributable  to the sales of nine units at the Sea Garden  project in the third
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  $952,683  cost of revenue for the three month
period ended September 30, 2004,  compared to $260,775 in the September 30, 2003
period.  The difference is  attributable  to the  additional  unit sales in 2004
compared to unit sales in 2003.

      Gross profit.  Gross profit for the three month period ended September 30,
2004 was  $112,665  due to increase  unit sales at the Sea Garden  project.  The
gross profit for the three months ended September 30,2003 was $10,904.

      Operating  expenses.  Operating  expenses for the three month period ended
September 30, 2004,  were $31,291,  as compared to $9,820,  for the three period
ended  September 30, 2003.  Operating  expenses in 2004  consisted of $31,291 in
general and administrative  expenses.  The increase of $21,471 from 2003 to 2004
was  attributable  to an  increase  in legal and  accounting  costs  related  to
restating the Company's financial reports for past periods.

                                       14
<PAGE>

      Other income (expense).  Other income (expense) for the three month period
ended  September 30, 2004, was a net expense of $15,445,  an increase of $1,011,
as  compared  to a net  expense  of $14,444  for the three  month  period  ended
September 30, 2003. The expense in the 2004 period  consisted  mainly of $12,896
in interest expense.

      Net income  (loss).  Altrimega  had a net income of $48,964  for the three
month period ended  September  30, 2004,  as compared to a net loss of ($11,121)
for the  period  ended  September  30,  2003.  The  difference  of  $60,085  was
attributable to increased unit sales at the Sea Garden project.

Results Of  Operations  For The Nine Month  Period  Ended  September  30,  2004,
Compared To The Nine Month Period Ended September 30, 2003

Revenues

      Revenue  for  the  nine  month  period  ended   September  30,  2004,  was
$1,065,348, an increase of $430,480, as compared to $634,868 in revenues for the
nine month period ended September 30, 2003. The increase in revenues in 2004 was
attributable  to the sales of nine units at the Sea Garden  project in 2004.  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  $954,312  cost of  revenue  for the nine  month  period  ended
September  30, 2004,  compared to $583,023 in the  September 30, 2003 nine month
period. The difference is attributable to additional unit sales in 2004 compared
to unit sales in 2003.

Gross profit

      Gross  profit for the nine  month  period  ended  September  30,  2004 was
$111,306.  The  gross  profit  relates  to the sale of  units at the Sea  Garden
project. The gross profit for the nine month period ended September 30, 2003 was
$51,845.

Operating expenses

      Operating  expenses for the nine month period  ended  September  30, 2004,
were $86,414, as compared to $108,454, for the nine month period ended September
30,  2003.  Operating  expenses  in 2004  consisted  of $86,414  in general  and
administrative  expenses.  The  decrease  of  $22,040  from  2004  to  2003  was
attributable to a decrease in consulting and  professional  fees,  which equaled
$69,500 in the nine month period ended September 30, 2003.

Other income (expense)

      Other income (expense) for the nine month period ended September 30, 2004,
was a net  expense of  $32,574,  as compared to a net expense of $31,312 for the
nine month period ended  September 30, 2003.  Other expense in 2004 and 2003 was
primarily  attributable to interest  expense from loans used in the construction
of 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  $16,959  for the  nine  month  period  ended
September  30,  2004,  as  compared  to a net loss of $89,326 for the nine month
period ended September 30, 2003. The decrease of $72,367 was mostly attributable
to a combination of decreased  consulting  fees and additional unit sales in the
Sea Garden project in the September 30, 2004 nine month 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 $16,959 and $89,326 for the nine month periods ended September 30,
2004 and September 30, 2003,  respectively,  and has an  accumulated  deficit of
$816,044 at September 30, 2004. As of September 30, 2004, we had total assets of
$1,645,916  and total  liabilities  of  $2,031,451,  a  difference  of $385,535.
Additionally,  our current assets were  $1,551,356  and our current  liabilities
were $2,031,451, creating a working capital deficit of $480,095. The majority of
the assets, $1,500,557 consist of building sites contained within the Sea Garden
town home community.

                                       15
<PAGE>

      Consequently,  the majority of our  liabilities,  $1,539,788  are mortgage
loans on the Sea Garden  assets.  Accounts  payable to related  parties equal to
$263,688  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 nine month period ended
September  30,  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 nine months ended September 30, 2004, the Company used net cash in
operations  of $651,887,  no cash for investing  activities  and had $694,788 in
cash  provided  by  financing  activities  as a result of  proceeds  from  notes
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  $50,000 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 $44,640 in cash and cash equivalents as of September 30, 2004.

Plan Of Operation for 2004

      As of September 30, 2004, 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 all  remaining  units.  Fifteen  units  have been
completed  year to date and eleven of these  units have been sold.  Thirty-three
additional units are under  construction and are scheduled for completion by the
end of the first  quarter  of 2005.  The  Company  anticipates  based on current
sales,  deposits and demand for new units that all units will be sold by the end
of the first quarter of 2005.

      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.

      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.

                                       16
<PAGE>

      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.

      At the present, the Company has no other real estate projects.

      Our  continuation  as a going  concern is dependent on our ability to meet
our obligations and obtain additional debt or equity financing required until we
generate sufficient  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. Mr. Gandy continues
to receive no compensation.  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
completely prior comments from the Securities and Exchange Commission concerning
some of Altrimega's  prior  filings.  Management is in the process of correcting
this filing.

      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. As of September 30,
2004,  Altrimega  had no agreements  or  understanding  with respect to any such

                                       17
<PAGE>

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.  However,  on December 17,
2004,  Altrimega  Health  Corporation,   d/b/a  Creative  Holdings  &  Marketing
Corporation  signed a definitive Share Exchange  Agreement to acquire all of the
outstanding  shares of common stock of Top Gun Sports & Entertainment,  Inc., in
exchange  for  the  issuance  of  15,750,000  shares  of  the  Altrimega  Health
Corporation  common  stock  to the  current  shareholders  of Top Gun  Sports  &
Entertainment,   Inc.  The  closing  of  the  transaction  is  conditioned  upon
Altrimega's  shareholders  approving a change of the  Company's  name to Top Gun
Sports &  Entertainment,  Inc., a 1-for-1,000  reverse stock split,  and Top Gun
Sports  receiving  a  minimum  of  $750,000  through  a  private   placement  of
convertible  debt.  The Company is in the process of  completing  a  preliminary
information  statement  relating to the shareholder  approval issues relating to
the Top Gun Sports transaction and the sale of Creative Holdings, Inc.

      For the  next 12  months  we  anticipate  that we will  need  $750,000  to
continue to fund basic operations and develop the Top Gun Sports 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 September 30, 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.

                                       18
<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

      The Company is in the process of filing an information  statement relating
to  the  shareholder   approval  issues   connected  with  the  Top  Gun  Sports
transaction, the change of the Company's name to Top Gun Sports & Entertainment,
Inc., a 1-for-1,000 reverse stock split, and the election of 3 directors.

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


                                       19
<PAGE>

         (b)      Reports on Form 8-K:

      On October 8, 2004, Altrimega Health Corporation,  d/b/a Creative Holdings
& Marketing  Corporation signed a non-binding Letter of Intent to acquire all of
the outstanding shares of common stock of Top Gun Sports & Entertainment,  Inc.,
in  exchange  for the  issuance of  26,000,000  shares of the  Altrimega  Health
Corporation  common  stock  to the  current  shareholders  of Top Gun  Sports  &
Entertainment,  Inc.  Altrimega  Health would effect a 1-for-1000  reverse stock
split prior to closing the proposed merger. This acquisition is conditioned upon
Altrimega   Health   increasing  its  authorized   shares  of  common  stock  to
250,000,000,  obtaining specified financing and obtaining approval of a majority
of its shareholders.

                                   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.

January 10, 2005                                 ALTRIMEGA HEALTH CORPORATION

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


January 10, 2005                                 By: /s/ Ron Hendrix
                                                     ---------------
                                                     Ron Hendrix,
                                                     Chief Financial Officer and
                                                     Secretary



                                       20