SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 10-QSB


                   (X) Quarterly Report Pursuant To Section 13
                       or 15(d) of the Securities Exchange Act
                                     of 1934


                For the Quarterly Period Ended September 30, 2003
                                       or
          ( ) Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1939

               For the transition period from to
                                                 --------    -------

                         Commission File Number 1-13984

                             CREATIVE BAKERIES, INC.
             (Exact name of Registrant as specified in its Charter)


      New York                               13-3832215
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification Number)

20 Passaic Avenue, Fairfield, NJ             07004
(Address of principal executive offices)     (Zip Code)


(Former Address)                             (Zip Code)

                                 (973) 808-9292
     (Registrant's telephone number, including area code)

Former name:  William Greenberg Jr. Desserts and Cafes, Inc.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                               Yes [X]    NO  [ ]

Indicate the number of Shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

Class                                        Outstanding at September 30, 2003
----------------                             ---------------------------------
Common Stock, par value $0.001
per share                                                  5,496,750

<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


                                      INDEX



PART I. FINANCIAL INFORMATION

        Item 1.  Condensed consolidated financial statements:

                 Balance sheet as of September 30, 2003                F-2

                 Statement of operations for the nine and
                 three months ended September 30, 2003 and 2002        F-3

                 Statement of cash flows for the nine months
                 ended September 30, 2003 and 2002                     F-4

                 Notes to condensed consolidated financial
                 statements                                            F-5 - F-8


        Item 2.  Management's discussion and analysis of
                 financial condition

        Item 3.  Controls and Procedures


PART II. OTHER INFORMATION


SIGNATURES


CERTIFICATIONS

<PAGE>

PART I. FINANCIAL INFORMATION

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2003



<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                            <C>
Current assets:
  Cash and cash equivalents                                    $     4,333
  Accounts receivable, less allowance for
   doubtful accounts of $4,200                                     285,914
  Inventories                                                      182,087
  Prepaid expenses                                                  41,335
                                                               -----------
    Total current assets                                           513,669
                                                               -----------
Property and equipment, net                                        269,186
                                                               -----------

Other assets:
  Goodwill                                                          42,981
  Tradename, net of amortization                                    80,625
  Security deposits                                                  4,714
                                                               -----------
                                                                   128,320
                                                               -----------
                                                               $   911,175
                                                               ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                             $   505,492
  Accrued expenses                                                  98,369
  Loan payable                                                      50,124
  Officer loans                                                    232,563
                                                               -----------
    Total current liabilities                                      886,548
                                                               -----------
Other liabilities:
  Deferred rent                                                      1,380
                                                               -----------
Stockholders' equity:
  Preferred stock $.001 par value, authorized 2,000,000
   shares, none issued
  Common stock, $.001 par value, authorized 10,000,000
   shares, issued and outstanding 5,496,750 shares                   5,497
  Additional paid in capital                                    11,351,042
  Deficit                                                      (11,333,292)
                                                               -----------
                                                                    23,247
                                                               -----------
                                                               $   911,175
                                                               ===========
</TABLE>

                 See notes to consolidated financial statements.

                                                                             F-2
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


<TABLE>
<CAPTION>
                                                             Nine Months                          Three Months
                                                            Ended Sept 30                        Ended Sept 30,
                                                       2003               2002               2003               2002
                                                       ----               ----               ----               ----
<S>                                             <C>                <C>                 <C>                <C>
Net sales                                        $2,222,256         $2,264,168          $ 742,941          $ 808,512

Cost of sales                                     1,958,231          1,985,106            731,908            778,290
                                                 ----------         ----------          ---------          ---------

Gross profit                                        264,025            279,062             11,033             30,222
                                                 ----------         ----------          ---------          ---------

Selling, general and
 administrative expenses                            560,344            570,744            153,354            182,996
Cancellation of
 indebtedness                                   (    57,978)       (    40,000)        (   57,978)
Interest expense                                      6,860              1,074              3,037              1,074
                                                 ----------         ----------          ---------          ---------
                                                    509,226            531,818             98,413            184,070
                                                 ----------         ----------          ---------          ---------
Loss from continuing
 operations                                     (   245,201)       (   252,756)        (   87,380)        (  153,848)

Income from discontinued
 operations                                         134,265              1,756            134,265                442
                                                 ----------         ----------          ---------          ---------

Net income (loss)                               ($  110,936)       ($  251,000)         $  46,885         ($ 153,406)
                                                 ==========         ==========          =========          =========

Earnings per common share:
 Primary and fully diluted:
  Loss from continuing
   operations                                   ($     0.04)       ($     0.05)        ($   0.01)         ($    0.03)
  Discontinued operations                              0.02               0.00              0.02                0.00
                                                 ----------         ----------          --------           ---------

  Net income (loss) per
   common share                                 ($     0.02)       ($     0.05)         $    0.01         ($    0.03)
                                                 ==========         ==========          =========          =========

Weighted average number of
 common shares outstanding                        5,449,680          5,313,155          5,455,446          5,446,750
                                                 ==========         ==========          =========          =========
</TABLE>


                 See notes to consolidated financial statements.

                                                                            F-3
<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                          2003               2002
                                                                                          ----               ----
<S>                                                                                  <C>                <C>
Operating activities:
  Loss from continuing operations                                                    ($245,201)         ($252,756)
  Adjustments to reconcile loss from
   continuing operations to cash used in
   continuing operations:
     Depreciation and amortization                                                      64,869             95,465
     Common stock issued for services                                                    5,000              6,250
     Bad debt                                                                                               4,270
     Cancellation of indebtedness                                                    (  57,978)         (  40,000)
   Changes in other operating assets and liabilities from continuing operations:
      Accounts receivable                                                            ( 100,637)         (     115)
      Inventory                                                                          8,858          (  48,112)
      Prepaid expenses                                                                  22,433             35,399
      Accounts payable                                                                  45,669             70,899
      Accrued expenses                                                                  28,720          (  70,312)
      Deferred rent                                                                  (  13,242)         (  16,450)
                                                                                      --------           --------

      Net cash used in continuing operations                                         ( 241,509)         ( 215,462)
      Net cash provided by discontinued
         operations                                                                                        34,000
                                                                                      --------           --------

      Net cash used in operating activities                                          ( 241,509)         ( 181,462)
                                                                                      --------           --------

Investing activities:
  Purchase of property and equipment                                                                    (  58,000)
                                                                                                         --------

      Net cash used in investing activities                                                             (  58,000)
                                                                                                         --------

Financing activities:
  Proceeds from officers loans                                                         144,563             48,000
  Proceeds from loan payable                                                            50,124             45,000
  Payment of loan payable                                                                               (   5,000)
                                                                                      --------           --------

      Net cash provided by financing activities                                        194,687            118,846
                                                                                      --------           --------

Net decrease in cash and cash equivalents                                            (  46,822)         ( 120,616)

Cash and cash equivalents, beginning of period                                          51,155            121,616
                                                                                      --------           --------

Cash and cash equivalents, end of period                                              $  4,333           $  1,000
                                                                                      ========           ========

Supplemental disclosures:
  Cash paid during the year for:
    Interest:
     Continuing operations                                                            $                  $  6,749
                                                                                      ========           ========
     Discontinued operations                                                          $      0           $      0
                                                                                      ========           ========
</TABLE>

                 See notes to consolidated financial statements.

                                                                            F-4
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


1.      The accompanying unaudited financial statements have been prepared in
        accordance with generally accepted accounting principles for interim
        financial information and with the instructions to Form 10-QSB.
        Accordingly, they do not include all of the information and footnotes
        required by generally accepted accounting principles for complete
        financial statements. In the opinion of management, all adjustments
        considered necessary for a fair presentation have been included. The
        results of operations for the nine months ended is not necessarily
        indicative of the results to be expected for the full year. For further
        information, refer to the consolidated financial statements and
        footnotes thereto included in the Company's annual report for the year
        ended December 31, 2002 included in its Annual Report filed on Form
        10-KSB.

        Going concern:

        The Company has incurred losses from continuing operations over the last
        several quarters. Management has described its plan of action in regard
        to this uncertainty in its latest annual report filed December 31, 2002.

2.      Principles of consolidation:

        The accompanying consolidated financial statements include the accounts
        of the Company and all of its wholly owned subsidiaries. Intercompany
        transactions and balances have been eliminated in consolidation.

3.      Nature of operations, risks and uncertainties:

        The Company is a manufacturer of baking and confectionery products which
        are sold to supermarkets, food distributors, educational institutions,
        restaurants, mail order and to the public. Although the Company sells
        its products throughout the United States, its main customer base is on
        the East Coast of the United States.

        The process of preparing financial statements in conformity with
        generally accepted accounting principles requires the use of estimates
        and assumptions regarding certain types of assets, liabilities, revenues
        and expenses. Such estimates primarily relate to unsettled transactions
        and events as of the date of the financial statements. Accordingly, upon
        settlement, actual results may differ from estimated amounts.

        The Company maintains all of its cash balances in New Jersey financial
        institutions. The balances are insured by the Federal Deposit Insurance
        Company (FDIC) up to $100,000. At September 30, 2003, the Company had no
        uninsured cash balances.


                                                                            F-5
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002



4.    Accounts receivable:

      Following is a summary of receivables at September 30, 2003:

           Trade accounts                                           $  290,114
           Less allowance for doubtful accounts                    (     4,200)
                                                                    ----------

                                                                    $  285,914

5.    Inventories:

      Inventories at September 30, 2003 consist of:

           Finished goods                                           $   32,675
           Raw materials                                                79,882
           Supplies                                                     58,530
           Work in process                                              11,000
                                                                    ----------

                                                                    $  182,087

6.    Property and equipment:

      The following is a summary of property and equipment at September 30,
2003.

           Baking equipment                                         $1,349,326
           Furniture and fixtures                                       97,978
           Leasehold improvements                                      180,422
                                                                    ----------
                                                                     1,627,726
           Less:  Accumulated depreciation
                   and amortization                                  1,358,540
                                                                    ----------
                                                                    $  269,186

      Depreciation expense charged to operations was $60,369 and $92,465 in 2003
and 2002, respectively.

      The useful lives of property and equipment for purposes of computing
depreciation are:
                                                                   Years
                                                                   -----
           Machinery and equipment                                  10
           Furniture and computers                                   5
           Leasehold improvements                                   10-15


7.    Intangible assets:

      Tradename rights are being amortised on the straight-line basis over a
      fifteen year term. Amortization expense for the nine-month period ended
      September 30, 2003 amounted to $4,500.


                                                                           F-6
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002



 8.     Loan payable:

        During the quarter a member of the Board of Directors made a loan to the
        Company in the amount of $50,124. The loan carries an interest rate of
        8.25% and is due on demand.


 9.     Cancellation of indebtedness:

        As described in Note 11, the Company amended its lease for office and
        plant facilities effective September 1, 2003. As a result of the
        reduction in rent expense, the Company recognized cancellation of
        indebtedness income of $57,978 on the remaining deferred rent under the
        old lease.


10.     Common stock:

        During the quarter ended September 30, 2003, the Company issued 50,000
        shares of its common stock for legal services. The shares were valued at
        the fair market value of the services performed which amounted to $5,000
        which approximated the quoted stock price at the time of issuance.


11.     Commitments and contingencies:

        The Company entered into an amendment under a net lease for its office
        and plant facility in New Jersey. The terms call for a 2,000 square foot
        reduction in rental space and a reduction in current annual rent from
        $200,000 to first year rent of $136,800. The amendment also shifts
        responsibility for snow removal and landscaping from the lessee to the
        lessor. The rental amounts under the lease amendment commence September
        1, 2003 and expire August 31, 2008. The minimum future rentals on the
        facility over the next five years are as follows:

           September 30, 2004                                 $137,400
           September 30, 2005                                  145,000
           September 30, 2006                                  156,500
           September 30, 2007                                  162,500
           September 30, 2008                                  154,000
                                                              --------

                                                              $755,400
                                                              ========

        Rental expense for all operating leases amounted to $164,795 in 2003 and
        $155,001 in 2002.


                                                                            F-7
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002


12.     Income taxes:

        The Company accounts for income taxes in accordance with Statement of
        Financial Accounting Standards ("SFAS No. 109") "Accounting for Income
        Taxes", which requires an asset and liability approach to financial
        accounting and reporting for income taxes. Deferred income tax assets
        and liabilities are computed annually for differences between the
        financial statement and income tax basis of assets and liabilities that
        will result in taxable or deductible amounts in the future based on
        enacted tax laws and rates applicable to the periods in which the
        differences are expected to affect taxable income.

        Valuation allowances are established when necessary to reduce deferred
        tax assets to the amount expected to be realized. Income tax expense is
        the tax payable or refundable for the period, plus or minus the change
        during the period in deferred tax assets and liabilities. There was no
        cumulative effect of adoption or current effect in continuing operations
        mainly because the Company has accumulated a net operating loss. The
        Company has made no provision for a deferred tax asset due to the net
        operating los carryforward because a valuation allowance has been
        provided which is equal to the deferred tax asset. It cannot be
        determined at this time that a deferred tax asset is more likely than
        not to be realized.

        The Company has a loss carryforward of $8,866,748 that may be offset
        against future taxable income. The carryforward losses expire at the end
        of the years 2006 through 2020.

13.     Earnings per share:

        Primary earnings per share is computed based on the weighted average
        number of shares actually outstanding plus the shares that would have
        been outstanding assuming conversion of the common stock purchase
        warrants which are considered to be common stock equivalents. However,
        according to FASB 128, effective for financial statements issued and
        annual periods beginning after December 15, 1997, entities with a loss
        from continuing operations should not include the exercise of potential
        shares in the calculation of earnings per share since the increase would
        result in a lower loss per share. Thus, common stock purchase warrants
        and stock options are excluded from the calculation of earnings per
        share.

        Reconciliation of shares used in computation of earnings per share:

                                                         2003           2002
                                                         ----           ----

        Weighted average of shares actually
          outstanding                                 5,449,680       5,313,155
                                                      ---------       ---------
        Common stock purchase warrants
        Primary and fully diluted weighted
          average common shares outstanding           5,449,680       5,313,155
                                                      =========       =========


                                                                            F-8
<PAGE>

                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

14.     Subsequent events:

        In October 2003, the Company entered into a loan agreement in the amount
        of $250,000 bearing interest at 13% per annum. The entire loan principal
        is due in one lump sum on August 31, 2004. Interest payments are due on
        December 31, 2003, March 31, June 30 and August 31, 2004. The loan may
        be prepaid by 25% of the principal amount on each interest due date with
        no penalty. However, if the loan is prepaid in full, interest calculated
        to the date of prepayment plus fifty percent of the interest that would
        have been due had the loan not been prepaid is payable. The loan is
        secured by the assets of the Corporation and the personal guarantee of
        the chief executive officer of the Company.


15.     Discontinued operations:

        In 1998, the Company adopted a formal plan to close WGJ Desserts and
        Cafes, Inc., its New York manufacturing facility, which was done in July
        of 1998 and to dispose of its one remaining retail store, which was
        accomplished in November 1998. As of September 30, 2003, the
        discontinued operation had no assets or liabilities. The cancellation of
        indebtedness income is a result of the write-off of certain accrued
        liabilities.

        Information relating to discontinued operations for WGJ Desserts and
        Cafes, Inc. for the nine months ended September 30, 2003 and 2002 is as
        follows:

                                                        2003           2002
                                                        ----           ----

         Operating expenses                         $      0         $    0
                                                    --------         ------
         Loss from operations                              0              0
         Interest income                                   0          1,756
         Cancellation of indebtedness                134,265              0
                                                    --------         ------

         Income from discontinued operations        $134,265         $1,756
                                                    ========         ======


                                                                            F-9
<PAGE>

ITEM 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

OVERVIEW

Management continues to emphasize the importance of refining operations and
implementing financial and manufacturing controls. Special attention has been
placed in ensuring accurate reporting of financial data and reducing
manufacturing and administrative costs.

Sales revenue is slightly off from prior year comparative period. It is
significant to note that $ 332,233 of revenue from 2002 was from items
discontinued and customers no longer in business during 2003. Therefore, revenue
was replaced with new customers purchasing cheesecake and individual portioned
items. Increases in ingredient and packaging costs have caused a significant
rise in the cost of goods sold, as compared to 2002.

Increased orders and interest from international buyers for cheesecake and other
items have resulted in an additional Japanese distributor. Co-packing
opportunities continue to be developed. Mini Cakes, Cheesecake, and
pre-portioned gourmet desserts are the categories which represent the most
potential for sales growth. In addition, the company is exploring marketing
several niche health food items. This includes but is not limited to low
carbohydrate desserts. Marketing efforts continue to target both food service
and retail distributors to carry our product lines.

An amended building lease has been executed. The term is for five years. This
will result in annual savings of over $ 70,000.

At December 31, 2002 to the extent the Company may have taxable income in future
periods, there is available a net operating loss for federal income tax purposes
of approximately $8,680,450 which can be used to reduce the tax on income up to
that amount through the year 2019.

RESULTS OF OPERATIONS

      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2002

         The Company had consolidated net sales of $742,941 and $808,512 for the
three months ended September 30, 2003 and 2002 respectively, a decrease of
$65,571, or 8.1%. Consolidated net sales for the nine months ended September 30,
2003 and 2002 were $2,222,264 and $2,264,168 respectively, a decrease of
$41,912, or 1.8%. The decrease in sales are a result of discontinued items and
the loss of a customer who went out of business.

          The cost of sales were $731,908 and $696,008 and $1,958,231 and
$1,985,106 for the three and nine months ended September 30, 2003 and 2002
respectively, a decrease of $46,382 (5.9%) and $26,875 (1.3%) respectively. The
reduction was a direct result of the decreased sales. The gross profit
percentages for the three and nine months ended September 30 average 88.9% and
97.4% respectively. The inability to purchase ingredients efficiently, due to
poor cash flow, and the slow summer season, were the leading contributors to
these statistics.

          Selling, general and administrative expenses however, totaled $153,354
and $182,996 for the three months ended September 30, 2003 and 2002 and $560,344
and $570,744 for the nine months ended September 30, 2003 and 2002 respectively.
This was a decrease of $29,642 (16.1%) and $10,400 (1.8%) respectively. This was
a result of managements continuing effort to reduce controllable costs.

         The company had a cancellation of debt in the three months ended
September 30, 2003 of $57,978, which was a result of renegotiating its current
warehouse lease. The write-off was for an accumulated rent straight-lining
liability. The $40,000 nine-month ending September 30, 2002 cancellation of debt
was the result of the reduction of an amount due to a vendor in a prior
three-month period.

         Interest expense was $3,037 and $1,074 for the three-months ended
September 30, 2003 and 2002 respectively, an increase of $1963 or 183%. The
increase of $5,786 or 539% to $6860 from $1074 for the nine months ended
September 30, 2003 and September 30, 2002 were due to additional loans from the
Chairman and Chief Executive Officer.

<PAGE>

         Income from discontinued operations consists of write-offs of accounts
payable from the former William Greenberg Cafe operation. Management has
determined that these liabilities have extended past the statute of
 limitation period.

SEGMENT INFORMATION

          Not applicable since retail operations were discontinued.

LIQUIDITY AND CAPITAL RESOURCES

         Since its inception the Company's only source of working capital has
been the $8,455,000 received from the issuance of its securities.

         As of September 30, 2003, the Company had a negative working capital
from continuing operations of approximately $372,879 as compared to a negative
working capital of $200,131 at September 30, 2002.

         Although the Company has previously been successful in obtaining
sufficient capital funds through issuance of common stock and warrants, there
can be no assurance that the Company will be able to do so in the future.

RISK FACTORS

         The Following information sets forth facts that could cause our actual
results to differ materially from those contained in forward looking statements
we have made in this quarterly report and those we may make from time to time.

         If We Are Unable to Obtain Additional Funds, We May Have to
Significantly Curtail the Scope of Our Operations and Alter Our Business Model.

         Management believes that profitable operations are essential for the
Company to become viable. The present business plan contemplates profitable
operations will be achieved. However, in the event that profitable operations
are not achieved, our present financial resources should allow us to continue
operations through June 30, 2004. If additional financing is required and not
available when required or is not available on acceptable terms, we may be
unable to continue our operations at current levels or at all. We are engaged in
seeking additional financing and we continue to impose actions designed to
minimize our operating loses. We would consider strategic opportunities,
including investment in the Company, a merger or other acceptable transactions,
to sustain our operations. We do not currently have any agreements in place with
respect to any such strategic opportunity, and there can be no assurances that
additional capital will be available to us on acceptable terms, or at all. If we
are unable to obtain additional financing or to arrange a suitable strategic
opportunity, our business will be placed in significant financial jeopardy.

         Our Independent Auditors have Stated that Our Recurring Losses from
Operations and Our Accumulated Deficit Raise Substantial Doubt About Our Ability
to Continue as a Going Concern.

         The report of our independent Certified Public Accounts dated March 6,
2003 for the December 31, 2002 consolidated financial statements contained an
explanatory paragraph that states that our recurring losses from operations and
accumulated deficit raise substantial doubt about our ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of that uncertainty. We believe
we will need to raise more money to finance our operations and sustain our
business model. We may not be able to obtain additional financing on acceptable
terms, or at all. Any failure to raise additional financing will likely place us
in significant financial jeopardy.

<PAGE>

Our Financial Condition Has Adversely Affected Our Ability to Pay Suppliers on a
Timely Basis Which May Jeopardize Our Ability to Continue Our Operations
Necessary to Continue Shipment and Sales of Our Products.

         As of September 30, 2003 our accounts payable totaled $503,492 of which
$120,998 were over sixty (60) days old. While we have negotiated payment plans
with our major suppliers and vendors whereby we pay C.O.D. with a nominal pay
down of any past due amounts, there can be no assurances that we will be able to
continue these payment plans or obtain the necessary materials and/or
ingredients to produce our baked goods. If we are unable to obtain additional
financing on acceptable terms, our ability to make timely payments to our
critical suppliers will be jeopardized and we will be unable to obtain critical
supplies and services to maintain and continue to manufacture, ship and to sell
our products.

         The Company And the Price Of Our Shares May Be Adversely Affected By
the Public Sale of a Significant Number of the Shares Eligible For Future Sale.

         All but a very small number of the outstanding shares of our Common
Stock are freely tradable. Sales of Common Stock in the public market could
materially adversely affect the market price of our Common Stock. Such sales may
also inhibit our ability to obtain future equity or equity-related financing on
acceptable terms. At our Annual Meeting of Stockholders anticipated to be held
early next year, we intend to ask our stockholders to approve an increase in the
number of authorized shares of Common Stock from 10,000,000 shares to 20,000,000
shares. Based upon current Common Stock outstanding and convertible securities,
we may have an insufficient number of authorized common shares. The issuance and
registration of additional shares could have a significant adverse effect on the
trading price of our Common Stock.

         We Have Not Issued Shares of Common Stock We May be Required to Issue
Pursuant to a Warrant.

         Inter-Equity Capital Partners, L.P., is a holder of a warrant for six
percent (6%) of the total number of shares of each class of our capital stock
outstanding, on a fully diluted basis after giving effect to the exercise of the
warrant and all other warrants, options and rights to acquire any shares of our
capital stock and the conversion of all the convertible securities (if any)
thereto issued by us. Inter-Equity Capital Partners, L.P., exercised its warrant
on October 15, 2001 but we have refrained from issuing the underlying shares. In
lieu of the shares, we have offered to make cash payments of $10,000. If we
cannot agree to a resolution of this matter, we may be required to issue 326,805
shares to Inter Equity Capital Partners, L.P.

         We Have Obtained Secured Financing With the Pledge of All of Our Assets
Which Will Have Priority Over Security Interests of Any Holders of Our Preferred
Shares.

         We have procured interim financing in the amount of $250,000 from an
unaffiliated lender. As part of this financing, we were required to pledge and
grant a security interest in all the assets of the Company as a condition
precedent. In the event of default, the lender will obtain, in addition to other
remedies, the right to all of our assets as well as the right to appoint
qualified members to our Board of Directors that would constitute a majority.

         In addition, we have previously procured financing from the following
directors: Ronald L. Schutte, the Chief Executive Officer and Chairman of the
Board, in the amount of $135,677.77 and Anthony J. Merante, a Director of the
Company, in the amount of $50,124.30. We intend to grant security interest to
these two directors that will be subordinate to the recent $250,000 financing.

         We Have Incurred Losses in the Past and We Expect To Incur Losses in
the Future.

         We have incurred losses in each year since our inception. Our net
income after write off of certain old liabilities, for the fiscal year ended
December 31, 2002 was $166,227 and our accumulated deficit as of December 31,
2002 was $11,222,356. We expect operating losses to continue through 2003 as we
continue our marketing and sales activities and conduct additional development
of our products.

<PAGE>

                Risks Related to the Market for Our Common Stock

         The Price of Our Common Stock is Subject to Volatility

         Our Common Stock has traded as low as $.04 per share and as high as
$.10 per share in the twelve (12) month ended September 30, 2003. Our average
trading volume is extremely low. As such, a significant sale of our Common Stock
may result in a major fluctuation of the market price. Some other factors
leading to the volatility include:

        o    Price and volume fluctuation in the stock market at large which do
             not relate to our operating performance;

        o    Fluctuation in our operating results;

        o    Concerns about our ability to finance our continuing operations;

        o    Financing arrangements which may require the issuance of a
             significant number of shares in relation to the number shares of
             our Common Stock currently outstanding;

        o    Fluctuations in market demand and supply of our products.

         Our Common Stock is Currently Traded on the
Over-The-Counter-Bulletin-Board and an Investor's Availability to Trade Our
Common Stock May Be Limited by Trading Volume

         The trading volume in our common shares has been relatively limited. A
consistently active trading market for our Common Stock may not continue on the
Over-The-Counter-Bulletin-Board. The average trading volume in our Common Stock
on the Over-The-Counter-Bulletin-Board for the month ended September 30, 2003
was approximately 2,652 shares.

                          Risks Related to Our Business

         We are Currently Dependent on a Few Major Customers for a Significant
Portion of Our Revenues

We currently record sales from approximately 36 customers. One of these
customers accounts for in excess of 10% of our revenues. We intend to establish
long-term relationships with our customers and continue to expand our customer
base. While we diligently seek to become less dependent on any one customer, it
is likely that certain business relationships may result in one or more
customers contributing to a significant portion of our revenue in any given year
for the foreseeable future. The loss of one or more of these significant
customers may result in a material adverse effect on our revenues and our
ability to become profitable or our ability to continue our business operations.

         We Have Limited Ability to Sell and Market Our Products

         At the current time, we have limited marketing capability as compared
with many of our competitors and we do not have a large sales, promotion and
marketing budget as we are constrained by our lack of working capital and our
ability to raise the necessary cash flow from our business operations to
re-invest in our marketing programs. As a result of our limited marketing
capabilities, we are forced to rely upon customer referrals and a part-time
sales force. Our competitors have direct advertising and sales promotion
programs for their products as well as sales and marketing personnel that may
have a competitive advantage over us in contacting prospective customers. Our
position in the industry is considered minor in comparison to that of our
competitors, and while we continue to develop and explore new marketing methods
and techniques and programs directed toward foreign customers, our ability to
compete at the present time is limited. Our success depends upon the ability to
market, penetrate and expand markets and form alliances with distributors.
However, there can be no assurances that:

        o    Our direct selling efforts will be effective;

        o    We will obtain an expanded degree of market acceptance;

        o    We will be able to successfully form relationships with
             distributors to market our products.

<PAGE>

         We Depend Upon the Marketability of Primary Products

         Frozen cheesecake, pre-portioned desserts and tart shells are our
primary products. We may have to cease operations if any of our primary products
fails to achieve market acceptance and/or generate significant revenues.
Additionally, the marketability of our products is dependent upon customer
taste, preference and acceptance, which are variables that may be beyond our
ability to control.

         We May Not Be Able to Successfully Develop and Market New Products
That We Plan to Introduce

         We plan to develop new baked goods for production. There are numerous
developmental issues that may preclude the introduction of these products into
commercial sale. If we are unable to establish market acceptance for these
products, we may have to abandon them or alter our business plan. Such
modifications to our business plan will likely delay achievement of milestones
related to revenue increases and achievement of profitability.

         We May Experience Problems in Manufacturing Sufficient Quantities and
Commercial Quantities of Our Products

         We may encounter difficulties in the production of our current and any
future products due to such reasons as:

        o    Lack of working capital necessary to gain market acceptance;

        o    Limited equipment and resources to produce product;

        o    Quality control and assurance;

        o    Supplies of ingredients; and

        o    Shortages of qualified personnel.

         Any of the foregoing or other difficulties would affect our ability to
meet increases in demand should our products gain market acceptance.

         We Claim Certain Proprietary Rights in Connection with the Combination
of Ingredients and Manufacture of Our Products

Although we do not possess any patent protection for the formulation and
production of our products, we believe that the combination of ingredients and
our method of production are unique and important to our ability to produce
quality baked goods and desserts. As we do not possess intellectual property
protection, there is the risk that we may not be able to prevent a competitor
from duplicating our recipes or our methods of production.

         We Use Certain Names that Do Not Have Protection under Federal or State
Trademark Laws.

Our use of the names, "Creative Bakeries, Inc.," "Brooklyn Cheesecake Company,
Inc." and "Brooklyn Cheesecake and Desserts Company," under which Creative
Bakeries conducts business and has established goodwill may be subject to legal
challenge since there are other businesses operating under similar names and we
have not registered trademarks for these names with either federal or state
agencies. In addition, we utilize packaging with depictions of the Brooklyn
Bridge in designed or stylized formats in conjunction with the names, "Brooklyn
Cheesecake Company, Inc." and "Brooklyn Cheesecake and Deserts Company," which
have not been registered with either federal or state agencies. In that we do
not possess registered trademarks for our trade names or trade dress, we may
face opposition to our usage of same that may require us to discontinue usage of
certain trade names or packaging, which in turn will require us to re-establish
goodwill associated with our product names and packaging. We are seeking
trademark registrations with the United States Patent and Trademark Office but
there can be no assurances that we will be successful in obtaining a registered
mark.

<PAGE>

         Attraction and Retention of Key Personnel

         Our future success depends in significant part on the continued
services of key sales and senior management personnel. The loss of Ronald L.
Schutte, our Chairman and Chief Executive Officer, or other key employees could
have a material adverse affect on our business, results of operations and
financial condition. There can be no assurances that we can attract, assimilate
or retain other highly qualified personnel in the future.

         We Do Not Have a Current Contract with Our Chairman and Chief Executive
Officer

         Our Chairman and Chief Executive Officer, Ronald L. Schutte, is
instrumental in the day-to-day operations and long-range success of our Company.
In the event Mr. Schutte is unable to perform his job or is unwilling to, we
will face an immediate void in the management of our Company that may be
difficult and/or impossible to fill in a timely manner. Additionally, we do not
currently have an employment agreement with Mr. Schutte and as such there are no
restrictions on either the Company or Mr. Schutte ending his employment at any
time.

         We have Limited Product Liability Insurance Due to the High Cost of
Same

         We manufacture, market and sell baked goods and dessert products. In
the event our products are tainted/spoiled or cause illness in consumers, we may
face potential claims. Due to the high cost of product liability insurance, we
only maintain insurance coverage of $2,000,000 to protect against claims
associated with the consumption of our product. Any claim against us, whether or
not successful, may result in our expenditure of substantial funds and
litigation. Further, any claims may require management's time and use of our
resources and may have a materially adverse impact on us.

         Geographic Concentration in New York City Tri-State Area

Most of Creative Bakeries' retail and institutional/wholesale customers are
located in the New York City metropolitan area. Adverse changes in economic
conditions in the New York City metropolitan area are more likely to affect the
Company's business, financial condition and results of operations than if its
operations were spread over a larger market area.

         Government Regulation:  Maintenance of Licenses and Certification

Creative Bakeries is subject to numerous state regulations relating to the
preparation and sale of food. It is also subject to federal and state laws
governing the Company's relationship with employees, including minimum wage
requirements, overtime, working and safety conditions, and citizenship
requirements. The failure to obtain or retain the required food licenses or to
be in compliance with applicable governmental regulations, or any increase in
the minimum wage rate, employee benefits costs (including costs associated with
mandated health insurance coverage) or other costs associated with employees,
could adversely affect our business, financial condition or results of
operations. In addition, the Company's products are certified as kosher by
independent entities. We believe that we will continue to meet the kosher
certification requirements. However, the failure to retain or obtain such
certification in the future could have a material adverse effect on our
business, financial condition or results of operations.

         Continuing Changes in Food Service Industry

The results of operations of food service businesses are affected by, among
other things, changes in consumer tastes, national, regional and local economic
conditions, demographic trends, traffic patterns and the type, number and
location of competing units. Multi-unit food service companies also can be
substantially adversely affected by publicity resulting from poor food quality,
illness, injury or other health concerns or operating difficulties stemming from
one unit or a limited number of units, or health concerns as to particular types
of food or methods of preparing food. There can be no assurance that the Company
will be able to maintain the quality of its food products. In addition,
dependence on frequent deliveries of fresh ingredients also subjects food
service businesses, such as Creative Bakeries, to the risk that shortages or
interruptions in supply caused by adverse weather or other conditions could
adversely affect the availability, quality and cost of ingredients.

<PAGE>

         Competition

The baking industry is a highly competitive and highly fragmented industry.
Creative Bakeries competes with national, regional and local bakeries as well as
supermarket chains that have in-store bakeries. Many of these competitors are
larger; more established and have greater financial and other resources than we
do. Competition in both the retail and institutional/wholesale baking industry
is based on product quality, brand name loyalty, price and customer service.
Competitors with significant economic resources in the baking industry could, at
any time, enter the wholesale or retail bakery/cafe business.

         Quarterly Fluctuations; Seasonality; Possible Volatility of Stock Price

Creative Bakeries' operating results may be subject to seasonal fluctuations,
especially during the Thanksgiving, Christmas, Chanukah, Easter and Passover
seasons. Such variations could cause the market price of the Common Stock to
fluctuate substantially. In addition, the stock markets in the United States
have, from time to time, experience significant price and volume fluctuations
that are unrelated or disproportionate to the operating performance of
individual companies. Such fluctuations may adversely affect the price of the
Company's Common Stock.

         Possible Adverse Effect of Issuance of Preferred Stock

Creative Bakeries' Restated Certificate of Incorporation authorizes the issuance
of 2,000,000 shares of Preferred Stock, with designations, rights and
preferences as determined from time to time by the Board of Directors. As a
result of the foregoing, the Board of Directors can issue, without further
shareholder approval, Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of Common Stock. The issuance of Preferred Stock could,
under certain circumstances, discourage, delay or prevent a change in control of
the Company.

ITEM 3. CONTROLS AND PROCEDURES

    As of the end of the period covered by this Quarterly Report on Form 10-QSB,
we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
the forgoing, our Chief Executive Officer has concluded that our disclosure
controls and procedures were effective as of the end of the quarter ended
September 30, 2003.

    We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable and not absolute assurance of achieving
the desired control objectives. In reaching a reasonable level of assurance,
management was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. In addition, the design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with policies or procedures may deteriorate. Because of
the inherent limitations in a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.



PART II - OTHER INFORMATION

     ITEM 6. Exhibits and Reports on Form 8-K.

          (a)  Exhibits:

              31.1  Certifications pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002.


              32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


          (b)Report on Form 8-K:

                    None


<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on September 30, 2003.

CREATIVE BAKERIES, INC.

By: /s/Ron Schutte
------------------------------
President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
September 30, 2003.

Signatures                                   Title
----------                                   -----

/s/Ron Schutte                      President, Chief Executive Officer/Director
---------------------------
Ron Schutte


/s/ Vincent Bocchimuzzo             Director
---------------------------
Vincent Bucchimuzzo


/s/ Richard Fechtor                 Director
---------------------------
Richard Fechtor


/s/ Anthony Merante                 Director
---------------------------
Anthony Merante


/s/Karen Brenner                    Director
---------------------------
Karen Brenner


/s/Mel Foti                         Director
---------------------------
Mel Foti