<PAGE>


                       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 June 30, 2000
                                         -------------
                                       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 small business issuer as specified in its charter)


<TABLE>

<S>                                        <C>
          New York                              22-3576940
--------------------------------           ----------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)             Identification Number)

</TABLE>


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


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

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.

<TABLE>
<CAPTION>
            Class                                   Outstanding at June 30, 2000
 --------------------------                         ----------------------------
<S>                                                            <C>
Common Stock, par value $0.001
 per share                                                     5,245,250

</TABLE>





<PAGE>


                                      INDEX

Part I.   Financial information

<TABLE>

          <S>        <C>                                                        <C>
          Item 1.    Condensed consolidated financial statements:

                     Balance sheet as of June 30, 2000                          F-2

                     Statement of operations for the six and
                     three months ended June 30, 2000 and 1999                  F-3

                     Statement of stockholders' equity for the
                     period January 1, 1999 to June 30, 2000                    F-4

                     Statement of cash flows for the six
                     months ended June 30, 2000 and 1999                        F-5

                     Notes to condensed consolidated financial
                     statements                                             F-6 - F-12

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

          Item 3.    Legal proceedings

</TABLE>

Part II.  Other information


Signatures






<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED BALANCE SHEET - JUNE 30, 2000
                                   (Unaudited)

<TABLE>
<S>                                                                            <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                                                   $    172,674
  Accounts receivable, less allowance for doubtful
   accounts of $9,000                                                              405,060
  Inventories                                                                      269,555
  Prepaid expenses and other current assets                                         23,452
                                                                              ------------
    Total current assets                                                           870,741
                                                                              ------------
Property and equipment, net                                                        559,950
                                                                              ------------

Other assets:
  Goodwill, net of amortization                                                    849,485
  Security deposits                                                                  5,464
                                                                              ------------
                                                                                   854,949
                                                                              ------------
                                                                              $  2,285,640
                                                                              ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
  Notes payable, bank                                                         $    128,284
  Loans payable, other                                                               7,500
  Accounts payable                                                                 545,262
  Payroll taxes payable                                                             45,370
  Accrued expenses                                                                 241,189
                                                                              ------------
    Total current liabilities                                                      967,605
                                                                              ------------
Other liabilities:
  Deferred rent                                                                    126,864
  Net liabilities of discontinued operations less
   assets to be disposed of                                                        404,771
                                                                              ------------
                                                                                   531,635
                                                                              ------------

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 5,245,250 shares                                                   5,245
  Additional paid in capital                                                    11,364,074
  Deficit                                                                      (10,482,603)
                                                                              ------------
                                                                                   886,716
  Common stock held in treasury, 178,500 shares                                   (100,316)
                                                                              ------------
                                                                                   786,400
                                                                              ------------
                                                                              $  2,285,640
                                                                              ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                                                             F-2





<PAGE>



                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                SIX AND THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                  Six Months                    Three Months
                                                Ended June 30,                 Ended June 30,
                                             2000            1999           2000           1999
                                             ----            ----           ----           ----
<S>                                       <C>            <C>            <C>            <C>
Net sales                                 $ 2,108,727    $ 2,036,252    $ 1,284,124    $ 1,128,817

Cost of sales                               1,680,344      1,611,200        998,887        892,486
                                          -----------    -----------    -----------    -----------

Gross profit                                  428,383        425,052        285,237        236,331

Selling, general and administrative
 expenses                                     523,295        529,842        287,933        232,736
                                          -----------    -----------    -----------    -----------

Income (loss) from continuing
 operations and other income (expenses)       (94,912)      (104,790)        (2,696)         3,595
                                          -----------    -----------    -----------    -----------

Other income (expenses):
  Sale of marketable securities                                3,216
  Miscellaneous income                          4,500         42,345          3,243          6,213
  Interest income                               2,881          4,248          1,466          2,171
  Interest expense                             (6,986)        (5,629)        (3,743)        (3,422)
                                          -----------    -----------    -----------    -----------
                                                  395         44,180            966          4,962
                                          -----------    -----------    -----------    -----------

Income (loss) from continuing
 operations                                   (94,517)       (60,610)        (1,730)         8,557

Discontinued operations:
  Income (loss) from operations of
   New York facility to be disposed of        (24,465)        23,815         (2,488)        53,537
                                          -----------    -----------    -----------    -----------

Net income (loss)                         ($  118,982)   ($   36,795)   ($    4,218)   $    62,094
                                          ===========    ===========    ===========    ===========

Earnings per common share:
  Primary and fully diluted:
    Income (loss) on continuing
     operations                           ($     0.02)   ($     0.01)   $      0.00    $      0.00
    Income (loss) from discontinued
     operations                                  0.00           0.00           0.00           0.01
                                          -----------    -----------    -----------    -----------

Net income (loss) per common share        ($     0.02)   ($     0.01)   $      0.00    $      0.01
                                          ===========    ===========    ===========    ===========

Weighted average number of common
 shares  outstanding                        5,245,250      5,241,360      5,245,250      5,304,508
                                          ===========    ===========    ===========    ===========

</TABLE>


            See notes to condensed consolidated financial statements.

                                                                             F-3




<PAGE>


                             CREATIVE BAKERIES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        JANUARY 1, 1999 TO JUNE 30, 2000


<TABLE>
<CAPTION>
                                                        Common stock
                                                   ----------------------

                                                   Number                   Additional                                    Total
                                                     of                       Paid in      Accumulated     Treasury  Stockholders'
                                                   Shares         Amount      Capital        Deficit         Stock       Equity
                                                   ------         ------      -------        -------         -----       ------

<S>                                              <C>           <C>        <C>            <C>              <C>          <C>
Balance at December 31, 1998                      5,101,750     $  5,102   $11,206,588    ($10,482,200)    ($247,369)   $482,121

Exercise of warrants on January 26, 1999            150,000          150       187,350                                   187,500

Common stock issued in settlement of accrued
   obligations                                       53,500           53       111,760                                   111,813

Cancellation of shares regarding the purchase of
   Chatterley Elegant Desserts, Inc.                (60,000)         (60)           60

Fair market value of warrant to acquire 8,610
  shares of common stock issued to a lender in
  order to obtain financing for the purchase of
  the operating assets of Greenberg Desserts
  Associates Limited Partnership, valued at
  $.500 per share                                                                4,305                                     4,305

Purchase of treasury stock                                                                                   (95,625)    (95,625)

Treasury stock issued in settlement of accrued
   obligations                                                                                                 8,750       8,750

Net income for the year ended December 31, 1999                                                118,579                   118,579
                                                  ---------     --------   -----------     -----------      --------    --------
Balance at December 31, 1999                      5,245,250        5,245    11,510,063     (10,363,621)     (334,244)    817,443

Purchase of treasury stock                                                                                   (94,061)    (94,061)

Treasury stock issued upon exercise of warrant                                (145,989)                      327,989     182,000

Net loss for the six months ended June 30, 2000                                               (118,982)                 (118,982)
                                                  ---------     --------   -----------     -----------      --------    --------
                                                 (5,245,250)   $   5,245   $11,364,074    ($10,482,603)    ($100,316)   $786,400
                                                  =========    =========   ===========     ===========      ========    ========

</TABLE>

                 See notes to consolidated financial statements.

                                                                             F-4






<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2000         1999
                                                                                      ----         ----
<S>                                                                                <C>         <C>

Operating activities:
  Loss from continuing operations                                                  ($ 94,517)   ($ 60,610)
  Adjustments to reconcile loss from
   continuing operations to cash used in continuing
    operations:
     Depreciation and amortization                                                   107,230       98,501
     Gain on sale of marketable securities                                                          3,216
   Changes in other operating assets and liabilities
    from continuing operations:
     Accounts receivable                                                             (90,921)    (133,272)
     Inventory                                                                        13,729       55,315
     Prepaid expenses and other current assets                                        64,278        6,810
     Accounts payable                                                                 29,670        8,760
     Accrued expenses and other current liabilities                                  (38,629)      77,229
     Deferred rent                                                                   (10,722)      (6,847)
                                                                                   ---------    ---------

     Net cash provided by (used in) operating
      activities                                                                     (19,882)      49,102
     Net cash provided by (used in) discontinued
      operations                                                                       9,150     (125,686)
                                                                                   ---------    ---------

     Net cash used in operating activities                                           (10,732)     (76,584)
                                                                                   ---------    ---------

Investing activities:
  Proceeds from sale of marketable securities                                                       4,533
  Purchase of property and equipment                                                              (16,229)
                                                                                                ---------

     Net cash used in investing activities                                                        (11,696)
                                                                                                ---------

Financing activities:
  Proceeds from issuance of common stock and
   warrants                                                                          182,000      187,500
  Purchase of treasury stock                                                         (94,061)
  Payment of debt                                                                    (19,504)     (19,494)
                                                                                   ---------    ---------

     Net cash provided by financing activities                                        68,435      168,006
                                                                                   ---------    ---------

Net increase in cash and cash equivalents                                             57,703       79,726

Cash and cash equivalents, beginning of period                                       114,971      129,626
                                                                                   ---------    ---------

Cash and cash equivalents, end of period                                           $ 172,674    $ 209,352
                                                                                   =========    =========

Supplemental disclosures:
  Cash paid during the period:
    Interest paid during the period
      Continuing operations                                                        $   4,379    $   5,629
                                                                                   =========    =========
      Discontinued operations                                                      $       0    $       0
                                                                                   =========    =========

</TABLE>
            See notes to condensed consolidated financial statements.

                                                                             F-5






<PAGE>



                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999



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 three 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, 1999 included in its Annual Report filed on Form
         10-KSB.


2.      Principles of consolidation:

        The accompanying consolidated financial statements include the account
         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 June 30, 2000, the Company had
         uninsured cash balances of $72,674.

                                                                             F-6





<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999


4.      Accounts receivable:

        Following is a summary of receivables at June 30, 2000:

<TABLE>
               <S>                                               <C>
               Trade accounts                                    $414,060
               Less allowance for doubtful accounts             (   9,000)
                                                                 --------
                                                                 $405,060
                                                                 ========

</TABLE>

        At June 30, 2000, accounts receivable in the amount of $414,060 was
         pledged as collateral in connection with the Company's line of credit.

5.      Inventories:

        Inventories at June 30 consist of :

<TABLE>

               <S>                                               <C>
               Finished goods                                    $ 94,344
               Raw materials                                       72,780
               Supplies                                           102,431
                                                                 --------
                                                                 $269,555
                                                                 ========
</TABLE>


6.       Property and equipment:

<TABLE>

               <S>                                             <C>
               Baking equipment                                $1,442,972
               Furniture and fixtures                              78,864
               Leasehold improvements                             180,422
                                                               ----------
                                                                1,702,258
               Less:  Accumulated depreciation
                       and amortization                         1,142,308
                                                               ----------
                                                               $  559,950
                                                               ==========

</TABLE>

                                                                             F-7






<PAGE>



                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999


6.      Property and equipment (continued):

        Depreciation expense charged to operations was $54,274 and $58,045 in
         2000 and 1999, respectively.

        Machinery and equipment with a cost of $197,000 is pledged as collateral
         for the Company's line of credit.

        The useful lives of property and equipment for purposes of computing
         depreciation are:

<TABLE>
<CAPTION>
                                                              Years
                                                              -----
                    <S>                                      <C>
                    Machinery and equipment                    10
                    Furniture and computers                     5
                    Leasehold improvements                    10-15

</TABLE>


7.      Intangible assets:

        The acquisition agreement of Greenberg's - L.P. contained a provision
         for a covenant not to compete of $125,000 which management is
         amortizing over its five year term. Amortization of the covenant
         charged to operations was $12,500 in 2000 and 1999.

        The excess cost over the fair value of the net assets acquired from J.M.
         Specialties, Inc. aggregated $1,213,565. This goodwill has been
         amortized over its estimated useful life of fifteen years. Amortization
         charged to operations amounted to $40,456 in 2000 and 1999.

8.      Note payable, bank:

        As of June 30, 2000, the Company had an available revolving line of
         credit with Hudson United Bank in the amount of $150,000, of which
         $128,284 had been utilized at June 30, 2000. The interest rate at June
         30, 2000 was 9.50%.

                                                                             F-8






<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999

9.      Commitments and contingencies:

        The Company is obligated under a triple net lease for use of 29,362
         square feet of office and plant space in New Jersey with the lease
         commencing January 31, 1994 and expiring December 31, 2004.

        The minimum future rentals on the baking facility is as follows:

<TABLE>
<CAPTION>

                                                        Facility
                                                        --------
                        <S>                             <C>
                        June 30, 2001                   $200,000
                        June 30, 2002                    200,000
                        June 30, 2003                    200,000
                        June 30, 2004                    200,000
                        Thereafter                       130,000
                                                        --------
                                                        $930,000
                                                        ========
</TABLE>


        Rent expense for all operating leases amounted to $104,498 in 2000 and
         $105,895 in 1999.


10.     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 carryforward of $8,942,204. The Company has made no provision for
         a deferred tax asset due to the net operating loss 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 that not to be realized.

        The Company has a loss carryforward of $8,942,204 that may be offset
         against future taxable income. The carryforward losses expire at the
         end of the years 2010 through 2013.


                                                                             F-9





<PAGE>



                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999

12.     Earnings per share:

        Primary earnings per share is computed based in 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 issued after December 15, 1997, entities with a loss
         from continuing operations, the exercise of any potential shares
         increases the number of shares outstanding and results in a lower loss
         per share. Thus, potential issuances are excluded from the calculation
         of earnings per share. These common stock purchase warrants amounted to
         1,339,575 in 2000 and 2,485,000 in 1999.

        Reconciliation of shares used in computation of earnings per share:

<TABLE>
<CAPTION>
                                                                        2000               1999
                                                                        ----               ----
                <S>                                                  <C>                <C>
               Weighted average of shares actually
                 outstanding                                         5,245,250          5,271,360

               Common stock purchase warrants
                                                                     ---------          ---------
               Primary and fully diluted weighted
                 average common shares outstanding                   5,245,250          5,271,360
                                                                     =========          =========

</TABLE>

13.     Supplemental schedule of non-cash investing and financing activities:


<TABLE>
<CAPTION>
                                                                         2000             1999
                                                                         ----             ----
            <S>                                                         <C>             <C>

            Issuance of common shares in consideration
              of legal, consulting fees and other
              obligations                                               $     0         $111,812
                                                                        -------         --------

                                                                        $     0         $111,812
                                                                        =======         ========

</TABLE>

                                                                            F-10





<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999

14.     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. The New Jersey facility was
         unaffected and still continues to sell and manufacture.

        The sale of the final retail location resulted in a selling price of
         $405,000 which includes a note receivable of $295,000. The sale
         resulted in a gain of $321,350 which is included in other income.

        On November 3, 1998, the Company sold its one remaining retail facility
         for $405,000 which represented disposition of equipment and a license
         to sell under the "William Greenberg, Jr. Desserts and Cafes" name. The
         agreement called for a cash down payment of $110,000 with the remainder
         being paid on a note receivable due in semi-annual installments of
         $36,875 plus interest at prime.

        The maturities of the notes are as follows:

<TABLE>

                      <S>                                <C>
                      June 30, 2001                       $ 73,750
                      June 30, 2002                        110,625
                                                          --------
                                                          $184,375
                                                          ========

</TABLE>

        In the event that the licensee opens and operates any additional retail
         store(s) utilizing the license (other than the original retail store)
         and the annual gross retail sales of any such store(s) exceeds
         $400,000, then the licensee shall pay the licensor (the Company) a five
         percent royalty on all sales in excess of the $400,000 of sales in each
         store. The licensee shall pay the licensor a royalty on a semi-annual
         basis of 3% of all mail order sales in excess of $100,000.

        Net liabilities, less assets to be disposed of, of WGJ Desserts, Inc.
         consisted of the following as of June 30, 2000:

<TABLE>
                 <S>                                     <C>

                 Liabilities:
                    Accounts payable                     $185,120
                    Accrued expenses                      405,648
                                                         --------
                                                          590,768
                                                         --------
                 Assets:
                    Notes receivable                      184,375
                    Interest receivable                     1,622
                                                         --------
                                                          185,997
                                                         --------
                                                         $404,771
                                                         ========

</TABLE>

                                                                            F-11





<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2000 AND 1999


14.     Discontinued operations (continued):

        Information relating to discontinued operations for WGJ Desserts and
         Cafes, Inc. for the six months ended June 30, 2000 and 1999 is as
         follows:

<TABLE>
<CAPTION>
                                                                   2000                   1999
                                                                   ----                   ----

              <S>                                                <C>                    <C>
              Operating expenses                                  $33,615                $66,181
                                                                  -------                -------

              Net loss from operations                           ( 33,615)              ( 66,181)

              Settlement income                                                           79,065

              Interest income                                       9,150                 10,931
                                                                  -------                -------

              Net income (loss) from discontinued
               operations                                        ($24,465)               $23,815
                                                                  =======                =======

                                                                            F-12




<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Plan of
Operation:

The Company is continuing to seek new and profitable avenues of growth. As a
result of the new strategy and concentration on growing Batter Bake-Chatterley,
there has been an increase in new business. During 1999 the Company secured
approximately $1,000,000 in new annualized business from a national supermarket
chain for which it started producing in June 1999. Another $800,000 in
annualized business began for a fund raising company in September 1999. This is
a seasonal business, which was delivered between September and December.

Reception to our new mini cakes has been overwhelming. Future plans call for
producing these products sugar free for people on special diets.

The Company is still on a stock repurchase program. It will continue
repurchasing stock at opportune moments. This stock will be used to cover
options/acquisitions. The Company will continue to seek out potential candidates
for merger or acquisition that meet its specific needs.

At June 30, 2000 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 $8,942,204 which can be used to reduce the tax on income up to
that amount through the year 2011.

b. Results of Operations (continuing ) for three months ending June 30, 2000 vs.
   three months ended June 30, 1999:

The Company's consolidated revenues aggregated $1,284,124 vs. $1,128,817. The
cost of goods sold was $998,887 vs. $892,486. Operating expenses were $291,676
vs. $232,736. As a result, the loss from operations for the second quarter 2000
was $6,439 vs. a gain of 3,595 for second quarter 1999.

The net interest expense for the quarter was $0.

Net loss from discontinued operations was $2,488 for 2nd quarter 2000 or ($.005)
per share vs. gain of $53,537 for 2nd quarter 1999 or $.01 per share.

The resulting net loss aggregated $4,218 for 2nd quarter 2000 or ($.005) per
share vs. a net gain of $62,094 for 2nd quarter 1999 or $.02 per share. The
gains in 1999 were a result one time net other income.

Batter Bake-Chatterley Inc., (the BBC subsidiary) offers a line of batter and
frozen finished cakes, muffins, tart shells and other desserts. BBC's financial
records and affairs are kept separate from the parent but included in the
consolidated financial statements at June 30, 2000 and 1999.




<PAGE>


c. Plan of Operation:

Exit from Retail Operations:

After analyzing the Company's retail operations, management concluded that the
unprofitable retail division was diverting management's attention away from
pursuing profitable opportunities in the Company's other division.

Therefore, by December 31, 1997, the company closed down four of its six stores.
A fifth store, in Macy's cellar was taken over by Ferrara Bakery from April 1,
1998. The commissary was closed down on June 30, 1998 and the last remaining
store on Madison Avenue was sold in early November, 1998.

The Company retains a 50% stake in the Wholesale and Mail Order Business which
it will develop jointly with the new owners.

In connection with the restructuring plan, management has written down property
& equipment at the WGJ subsidiary as of June 30, 2000 to $0.

We took a step back at the retail end in order to move forward. We are now at a
point where we have minimized the losses and are pursuing ways of growing the
business profitably.

Wholesale Operations:

The next phase in the company's plan of action is to build up the wholesale end
of its business with fewer but profitable products. This process includes the
following:

Calling on supermarket headquarters and chain restaurant accounts. Brokers have
been appointed and sales calls and visits are being made.

Continue to expand the fat free product line targeting existing as well as new
customers and

Enter into co-packing arrangements whereby the company would introduce private
label products of other bakery operations.


Liquidity and Capital Resources:

Since its inception the Company's only source of working capital has been the
$8,642,500 received from the issuance of its securities.




<PAGE>


In June 1995, The Company issued 180,000 shares of common stock to unrelated
parties for $600,000 and in August 1995, the Company issued 60,000 shares of its
common stock to unrelated parties for $200,000. In connection with the
acquisition of Greenberg's- L.P., the Company received $2,000,000 from the sale
of two notes to InterEquity Capital Partners, L.P. ("InterEquity"). During
October 1995, the Company received net proceeds of $4,900,000 from the sale of
1,150,000 shares of its common stock in an initial public offering. During
January 1997 the Company received net proceeds of $1,747,500 from the private
placement of 1,875,500 common stock purchase warrants at $1.10 per warrant.
During October 1997 the Company received net proceeds of $883,000 from the
exercise of a portion of these common stock warrants. During January 1999, the
Company received a further $187,500 from the exercise of another 150,000 of
these warrants. Of the $5,700,000 proceeds from the aforementioned stock sales:
(i) $2,125,000 was issued to repay the Inter-Equity debt including interest;
(ii) $2,615,000 was used in operations; (iii) $765,00 was used to purchase
property, equipment and leaseholds; and (iv) $195,000 was used for general
corporate purposes. The $1,650,000 proceeds from the private placement warrants
was used to acquire JMS. Of the $1,071,000 proceeds from the exercise of
warrants $325,000 was used for consolidation and merger of JMS and Chatterley
and the balance is being used for corporate purposes and to fund new business.

As of June 30, 2000, the Company (continuing operations) has a negative working
capital of approximately $96,863 as compared to a negative working capital of
$199,750 at June 30, 1999. During 1997, 1998 and 1999 Management took actions
aimed at restructuring the Company in order to reduce operating costs and
enhance the Company's focus and efficiency. Pursuant to the restructuring a new
management team was put into place, executive contracts and leases were
renegotiated and certain positions were eliminated and an exit strategy out of
retailing was completed. The Company is continuing to seek new and profitable
avenues of growth during 2000.




<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 August 14, 2000.

                                            CREATIVE BAKERIES, INC.

                                            By: /s/ Philip Grabow
                                                -----------------------
                                                Philip Grabow
                                                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 May 15, 2000.

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

/s/Philip Grabow                     President, Chief Executive Officer/Director
-----------------------
Philip Grabow


-----------------------


                                     Director
-----------------------
Richard Fechtor

/s/Raymond J. McKinstry              Director
-----------------------
Raymond J. McKinstry

/s/Kenneth Sitomer                   Director
-----------------------
Kenneth Sitomer

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


/s/ Yona Gonen                       Director
-----------------------
Yona Gonen





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