<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 March 31, 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 March 31, 2000
   -----------------------                        -----------------------------
<S>                                               <C>
Common Stock, par value $0.001
 per share                                                   5,102,250

</TABLE>







<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 March 31, 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 March 31, 2000 vs.
three months ended March 31, 1999:

The Company's consolidated revenues aggregated $824,6023 vs. $907,435. The cost
of goods sold was $681,457 vs. $718,714. Operating expenses were $238,605 vs.
$297,106. As a result, the loss from operations for the first quarter 2000 and
1999 was $86,460 and $108,385 respectively. The reduction in sales was mainly
due to the retrenchment in the retail division. The related reduction in
operating expenses was due to tighter management and cost cutting.

The net interest expense for the quarter was $3,243.

The resulting net loss from continuing operations aggregated $92,787 for 2000
($.02) per share and $69,167 for 1999 ($.02) per share.

Net loss from discontinued operations was $21,977 for 1st quarter 2000 or ($.01)
per share vs. net loss of $29,723 for 1st quarter 1999 or ($.01) per share.

The resulting net loss aggregated $114,764 for 1st quarter 2000 or ($.02) per
share vs. a net loss of $98,890 for 1st quarter 1999 or ($.02) per share.

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 March 31, 2000 and 1999.

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.




<PAGE>

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 the 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.

Since there was no justification to maintain the commissary, the Company entered
into a co-packing arrangement with JMJ Baking Corp. to supply the product at the
same high quality standard. In order to assure the quality, JMJ has employed
Greenberg's bakers and has agreed to use only Greenberg's recipes.

In connection with the restructuring plan, management has written down property
& equipment at the WGJ subsidiary as of March 31, 2000 to $0. The Company had
charged 1996 with a $450,000 provision for actions aimed at restructuring the
Company, of which $369,459 was actually incurred as of March 31, 2000. This
charge mainly comprises write down of leasehold improvements on stores that have
been closed down, provisions for lease obligations on certain retail stores,
and charges for consultants involved in the restructuring. By taking the above
actions, future periods will not be burdened with the amortization, depreciation
or expense of these costs.

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.

In June 1995, The Company issues 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 or $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 or $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 InterEquity debt including
interest; (ii) $2,615,000 was used in operations; (iii) $765,000 was used to
purchase property, equipment and leaseholds; and (iv) $195,000 was





<PAGE>

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 March 31, 2000, the Company (continuing operations) has a negative working
capital of approximately $150,848 as compared to a negative working capital of
$319,298 at March 31, 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>



                                       INDEX



Part I.  Financial information

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

                  Balance sheet as of March 31, 2000                                 F-2

                  Statement of operations for the three
                  months ended March 31, 2000 and 1999                               F-3

                  Statement of stockholders' equity for the
                  three months ended March 31, 2000 and 1999                         F-4

                  Statement of cash flows for the three months
                  ended March 31, 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


Part II.  Other information


Signatures

</TABLE>













<PAGE>


                            CREATIVE BAKERIES, INC.

                  CONSOLIDTAED BALANCE SHEET - MARCH 31, 2000


<TABLE>
<S>                                                                <C>
                    ASSETS

Current assets:
  Cash and cash equivalents                                        $    119,946
  Accounts receivable, less allowance for doubtful
   accounts of $9,000                                                   275,805
  Inventories                                                           262,958
  Prepaid expenses and other current assets                              35,041
                                                                   ------------

    Total current assets                                                693,750
                                                                   ------------

Property and equipment, net                                             593,336
                                                                   ------------

Other assets:
  Goodwill, net of amortization                                         869,713
  Security deposits                                                       5,464
                                                                   ------------

                                                                        875,177
                                                                   ------------

                                                                   $  2,162,263
                                                                   ============



            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable, bank                                               $    137,424
  Loans payable, other                                                    7,500
  Accounts payable                                                      445,942
  Accrued expenses                                                      253,732
                                                                   ------------

    Total current liabilities                                           844,598
                                                                   ------------

Other liabilities:
  Deferred rent                                                         132,225
  Net liabilities of discontinued operations
   less assets to be disposed of                                        371,391
                                                                   ------------
                                                                        503,616
                                                                   ------------

Stockholders' equity:
  Preferred stock $.001 par value, authorized 2,000,000
   shares, no shares issued and outstanding
  Common stock, $.001 par value, authorized 10,000,000
   shares, issued and outstanding 5,245,250 shares                        5,245
  Additional paid in capital                                         11,364,074
  Deficit                                                           (10,478,385)
                                                                   ------------
                                                                        890,934
  Common stock held in treasury, 143,000 shares                         (76,885)
                                                                   ------------

                                                                        814,049
                                                                   ------------

                                                                   $  2,162,263
                                                                   ============



</TABLE>




                See notes to consolidated financial statements.
                                                                             F-2









<PAGE>

                            CREATIVE BAKERIES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999




<TABLE>
<CAPTION>
                                                             2000                   1999
                                                             ----                   ----
<S>                                                       <C>                     <C>
Net sales                                                 $ 824,603               $ 907,435

Cost of sales                                               681,457                 718,714
                                                          ---------               ---------

Gross profit                                                143,146                 188,721

Selling, general and administrative expenses                238,605                 297,106
                                                          ---------               ---------
Loss before other income (expenses) and
 discontinued operations                                    (95,459)               (108,385)
                                                          ---------               ---------

Other income (expenses):
  Sale of marketable securities                                                       3,216
  Miscellaneous income                                        4,500                  36,132
  Interest income                                             1,415                   2,077
  Interest expense                                           (3,243)                 (2,207)
                                                          ---------               ---------
                                                              2,672                  39,218
                                                          ---------               ---------
Loss from continuing operations                             (92,787)                (69,167)

Discontinued operations:
  Loss from operations of New York
   facility to be disposed of                               (21,977)                (29,722)
                                                          ---------               ---------
Net Loss                                                  $(114,764)              $ (98,889)
                                                          =========                 ========

Earnings per common share:
  Primary and fully diluted:
    Loss from continuing operations                       $   (0.02)              $   (0.01)
    Loss from discontinued operations                         (0.00)                  (0.01)
                                                          ---------               ---------
Net loss per common share                                 $   (0.02)              $   (0.02)
                                                          =========               =========
Weighted average number of common shares
 outstanding                                              5,245,250               5,243,750
                                                          =========               =========
</TABLE>







                See notes to consolidated financial statements.

                                    F-3





<PAGE>

                            CREATIVE BAKERIES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999

<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                                                                                    (70,630)    (70,630)

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

Net loss at March 31, 2000                                                                      (114,764)                (114,764)
                                                     ----------   ------     -----------    ------------     --------   ---------
                                                     (5,245,250)  $5,245     $11,364,074    $(10,478,385)    $(76,885)  $ 814,049
                                                     ==========   ======     ===========    ============     ========   =========
</TABLE>

See notes to consolidated financial statements.

                                       F-4







<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                            STATEMENT OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999


<TABLE>
<CAPTION>


                                                             2000               1999
                                                             ----               ----

<S>                                                        <C>             <C>
Operating activities:
  Loss from continuing operations                          $( 92,787)      $( 69,167)
  Adjustments to reconcile income from
   continuing operations to cash provided
   from continuing operations:
     Depreciation and amortization                            53,615          49,034
     Gain on sale of marketable securities                                    (3,216)
     Changes in other operating assets and
      liabilities from continuing operations:
        Accounts receivable                                   38,334         (38,233)
        Inventory                                             20,326         (31,533)
        Prepaid expenses and other current assets             52,689          (1,055)
        Accounts payable                                     (69,652)         (9,998)
        Accrued expenses and other current
         liabilities                                         (80,618)        148,386
        Deferred rent                                         (5,361)         (3,421)
                                                           ---------       ---------

        Net cash provided by (used in) operating
         activities                                          (83,454)         40,797
        Net cash used in discontinued operations             (21,577)       (187,882)
                                                           ---------       ---------
        Net cash used in operating activities               (105,031)       (147,085)
                                                           ---------       ---------

Investing activities:
  Proceeds from sale of marketable securities                                  4,533
  Purchase of property and equipment                                          (7,170)
                                                                           ---------
        Net cash used in investing activities                                 (2,637)
                                                                           ---------

Financing activities:
  Proceeds from issuance of common stock and warrants        182,000         187,500
  Purchase of treasury stock                                 (70,630)
  Payment of debt                                             (1,364)        (11,440)
                                                           ---------       ---------

        Net cash provided by financing activities            110,006         176,060
                                                           ---------       ---------

Net increase in cash and cash equivalents                      4,975          26,338

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

Cash and cash equivalents, end of period                   $ 119,946       $ 155,964
                                                           =========       =========

Supplemental disclosures:
  Cash paid during the period:
    Interest paid during the period
      Continuing operations                                $   1,136       $   2,207
                                                           =========       =========
      Discontinued operations                              $       0       $       0
                                                           =========       =========




</TABLE>


                See notes to consolidated financial statements.

                                                                             F-5





<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 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 March 31, 2000, the
          Company had uninsured cash balances of $55,110.












                                       F-6








<PAGE>




                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999








4.       Accounts receivable:


         Following is a summary of receivables at March 31, 2000:



<TABLE>
<S>                                                           <C>
                Trade accounts                                $284,805
                Less allowance for doubtful accounts            (9,000)
                                                              --------
                                                              $275,805
                                                              ========
</TABLE>



         At March 31, 2000, accounts receivable in the amount of $284,805 was
          pledged as collateral in connection with the Company's line of credit.



5.       Inventories:


         Inventories at March 31 consist of :


<TABLE>
<S>                                                 <C>
                Finished goods                      $ 96,107
                Raw materials                         67,814
                Supplies                              99,037
                                                    --------
                                                    $262,958
                                                    ========
</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           1,108,922
                                                  ----------
                                                  $  593,336
                                                  ==========
</TABLE>












                                       F-7







<PAGE>



                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999









6.       Property and equipment (continued):

         Depreciation expense charged to operations was $33,387 and $35,056 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 $6,250 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 $20,228 in 2000 and
          1999.



8.       Note payable, bank:

         As of March 31, 2000, the Company had an available revolving line of
          credit with Hudson United Bank in the amount of $150,000, of which
          $137,424 had been utilized at March 31, 2000. The interest rate at
          March 31, 2000 was 9.50%.













                                    F-8







<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 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>
               March 31, 2001                              $200,000
               March 31, 2002                               200,000
               March 31, 2003                               200,000
               March 31, 2004                               200,000
               Thereafter                                   180,000
                                                           --------
                                                           $980,000
                                                           ========

</TABLE>


     Rent expense for all operating leases amounted to $52,357 in 2000 and
      $77,421 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

                   THREE MONTHS ENDED MARCH 31, 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 1999 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         5,243,750

                   Common stock purchase warrants
                                                               ---------         ---------
                   Primary and fully diluted weighted
                     average common shares outstanding         5,245,250         5,243,750
                                                               =========         =========

</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       $100,000
                                                        -----       --------

                                                        $   0       $100,000
                                                        =====       ========


</TABLE>

                                                                          F-10











<PAGE>




                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 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>
            March 31, 2001                     $147,500
            March 31, 2002                       73,750
                                               --------
                                               $221,250
                                               ========
</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 March 31, 2000:

<TABLE>
<S>                                                <C>
         Liabilities:
                  Accounts payable                 $198,323
                  Accrued expenses                  407,321
                                                   --------
                                                    605,644
                                                   --------
         Assets:
                  Notes receivable                  221,250
                  Interest receivable                 6,753
                  Covenant not to compete             6,250
                                                   --------
                                                    234,253
                                                   --------

                                                   $371,391
                                                   ========

</TABLE>




                                                                            F-11











<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999


14.  Discontinued operations (continued):

     Information relating to discontinued operations for WGJ Desserts and Cafes,
      Inc. for the three months ended March 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>

                                                     2000             1999
                                                     ----             ----
<S>                                                    <C>             <C>
           Operating expenses                        $  26,665        $ 35,360
                                                     ---------         -------

           Net loss from operations                   (26,665)         (35,360)

           Interest income                              4,688            5,638
                                                     ---------         -------

           Net loss from discontinued operations     $(21,977)        $(29,722)
                                                     =========         =======

</TABLE>



                                                                            F-12






<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 May 15, 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