<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 September 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 September 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 September 30, 2000                     F-2

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

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

                       Statement of cash flows for the nine
                       months ended September 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


</TABLE>

Part II.  Other information

Signatures





<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

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

<TABLE>
                                     ASSETS
<S>                                                                      <C>
Current assets:

  Cash and cash equivalents                                             $     19,866
  Accounts receivable, less allowance for doubtful
   accounts of $15,000                                                       316,874
  Inventories                                                                302,670
  Prepaid expenses and other current assets                                   21,522
                                                                        ------------
    Total current assets                                                     660,932
                                                                        ------------
Property and equipment, net                                                  521,706
                                                                        ------------
Other assets:
  Goodwill, net of amortization                                              829,257
  Security deposits                                                            5,464
                                                                        ------------
                                                                             834,721
                                                                        ------------

                                                                         $ 2,017,359
                                                                        ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable, bank                                                     $  120,649
  Loans payable, other                                                         7,500
  Accounts payable                                                           542,600
  Payroll taxes payable                                                       45,750
  Accrued expenses                                                           187,018
                                                                        ------------
    Total current liabilities                                                903,517
                                                                        ------------

Other liabilities:
  Deferred rent                                                              121,503
  Net liabilities of discontinued operations less
   assets to be disposed of                                                  391,166
                                                                        ------------
                                                                             512,669
                                                                        ------------
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                                                                (10,649,117)
                                                                        ------------
                                                                             720,202
  Common stock held in treasury, 208,500 shares                             (119,029)
                                                                         -----------
                                                                             601,173
                                                                        ------------
                                                                        $  2,017,359
                                                                        ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                                                             F-2




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Nine Months                        Three Months
                                                   Ended September 30,                  Ended September 30,
                                                2000                1999             2000              1999
                                                ----                ----             ----              ----
<S>                                          <C>                <C>               <C>              <C>
Net sales                                    $3,063,675         $3,235,709        $  954,948       $1,199,457

Cost of sales                                 2,541,486          2,655,469           861,142        1,044,269
                                             ----------         ----------        ----------       ----------

Gross profit                                    522,189            580,240            93,806          155,188

Selling, general and administrative
 expenses                                       795,758            671,041           272,463          141,199
                                             ----------         ----------        ----------       ----------

Loss before other income (expenses)
 and discontinued operations                   (273,569)           (90,801)         (178,657)          13,989
                                             ----------         ----------        ----------       ----------

Other income (expenses):
  Sale of marketable securities                                      3,216
  Gain on sale of equipment                       5,750                                5,750
  Miscellaneous income                            6,791             47,976             2,291            5,631
  Interest income                                 3,619              6,219               738            1,971
  Interest expense                               (8,025)           (12,505)           (1,039)          (6,876)
                                             ----------         ----------        ----------       ----------
                                                  8,135             44,906             7,740              726
                                             ----------         ----------        ----------       ----------

Income (loss) from
 continuing operations                         (265,434)           (45,895)         (170,917)          14,715

Discontinued operations:
  Income (loss) from operations of
   New York facility to be disposed of          (20,062)            (3,974)            4,403          (27,789)
                                             ----------         ----------        ----------       ----------

Net loss                                     $ (285,496)        $  (49,869)       $ (166,514)      $  (13,074)
                                             ==========         ==========        ==========       ==========

Earnings per common share:
  Basic and fully diluted:
    Income (loss) from continuing
     operations                              $    (0.05)        $    (0.01)       $    (0.03)      $    (0.00)
    Income (loss) from discontinued
     operations                                   (0.00)             (0.00)             0.00            (0.00)
                                            -----------         ----------        ----------       ----------

Net loss per common share                    $    (0.05)        $    (0.01)       $    (0.03)      $    (0.00)
                                            ===========         ==========        ===========      ==========

Weighted average number of common
 shares outstanding                           5,245,250          5,282,781         5,245,250        5,305,250
                                            ===========         ==========        ==========       ==========

</TABLE>

            See notes to condensed consolidated financial statements.

                                                                             F-3




<PAGE>


                             CREATIVE BAKERIES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      JANUARY 1, 1999 TO SEPTEMBER 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 January 1, 1999                                 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                                                                               (112,774)  (112,774)

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

Net loss for the nine months ended September 30, 2000                                         (285,496)             (285,496)
                                                           ---------  ------  -----------  -----------   --------   --------

                                                          (5,245,250) $5,245  $11,364,074 ($10,649,117) ($119,029)  $601,173
                                                           =========  ======  ===========  ===========   ========   ========

</TABLE>

                 See notes to consolidated financial statements.

                                                                             F-4




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                 2000               1999
                                                                                                 ----               ----
<S>                                                                                            <C>                 <C>
Operating activities:

  Loss from continuing operations                                                              $(265,434)          $(45,895)
  Adjustments to reconcile loss from continuing operations to cash provided
   from continuing operations:
     Depreciation and amortization                                                               156,602             88,702
     Gain on sale of equipment                                                                    (5,750)
     Gain on sale of marketable securities                                                                            3,216
   Changes in other operating assets and liabilities from continuing operations:
     Accounts receivable                                                                          (2,735)           (93,902)
     Inventory                                                                                   (19,386)           (19,315)
     Prepaid expenses and other current assets                                                    66,208              9,600
     Accounts payable                                                                             27,007             41,272
     Accrued expenses and other current liabilities                                             (101,583)            86,024
     Deferred rent                                                                               (16,083)           (10,271)
                                                                                                --------           --------

     Net cash provided by (used in) operating activities                                        (161,154)            59,431
     Net cash provided by (used in) discontinued operations                                          112            (92,047)
                                                                                                --------           --------

     Net cash used in operating activities                                                      (161,042)           (32,616)
                                                                                                --------           --------

Investing activities:
  Proceeds from sale of marketable securities                                                                         4,533
  Proceeds from sale of equipment                                                                 25,000
  Purchase of property and equipment                                                             (10,150)           (27,029)
                                                                                                --------           --------

     Net cash provided by (used in) investing activities                                          14,850            (22,496)
                                                                                                --------           --------

Financing activities:
  Proceeds from issuance of common stock and warrants                                            182,000            187,500
  Purchase of treasury stock                                                                    (112,774)           (17,250)
  Payment of debt                                                                                (18,139)           (37,249)
                                                                                                --------           --------

     Net cash provided by financing activities                                                    51,087            133,001
                                                                                                --------           --------

Net increase (decrease) in cash and cash equivalents                                             (95,105)            77,889

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

Cash and cash equivalents, end of period                                                        $ 19,866           $207,515
                                                                                                ========           ========

Supplemental disclosures:
  Cash paid during the period:
    Interest paid during the period
      Continuing operations                                                                     $  5,418           $ 12,505
                                                                                                ========           ========
      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

                  NINE MONTHS ENDED SEPTEMBER 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. Cash and cash equivalents include all
     short-term debt securities with maturities of three months or less.

                                                                             F-6




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

4.  Accounts receivable:


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

<TABLE>
              <S>                                                     <C>
               Trade accounts                                          $331,874
               Less allowance for doubtful accounts                     (15,000)
                                                                       --------
                                                                       $316,874
                                                                       ========
</TABLE>


    At September 30, 2000, accounts receivable in the amount of $331,874 was
     pledged as collateral in connection with the Company's line of credit.


5.  Inventories:

    Inventories are stated at the lower of cost or market and consist of:

<TABLE>
              <S>                                                      <C>
               Finished goods                                          $122,334
               Raw materials                                            107,895
               Supplies                                                  72,441
                                                                       --------
                                                                       $302,670
                                                                       ========
</TABLE>

6.  Property and equipment:

<TABLE>


               <S>                                                     <C>
               Baking equipment                                        $1,386,476
               Furniture and fixtures                                      78,864
               Leasehold improvements                                     180,422
                                                                       ----------
                                                                        1,645,762
               Less:  Accumulated depreciation
                       and amortization                                 1,124,056
                                                                       ----------

                                                                       $  521,706
                                                                       ==========

</TABLE>

                                                                             F-7




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


6.  Property and equipment (continued):

    Depreciation expense charged to operations was $95,918 and $88,702 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 $18,750 in 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 $60,684 in 2000 and 1999.

8.  Note payable, bank:

    As of September 30, 2000, the Company had an available revolving line of
     credit with Hudson United Bank in the amount of $150,000, of which $120,649
     had been utilized. The interest rate at September 30, 2000 was 9.50%.

                                                                             F-8




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 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>
          September 30, 2001                         $200,000
          September 30, 2002                          200,000
          September 30, 2003                          200,000
          September 30, 2004                          200,000
          Thereafter                                   80,000
                                                     --------
                                                     $880,000
                                                     ========
</TABLE>

    Rent expense for all operating leases amounted to $156,856 in 2000 and
     $158,252 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, which expires at the end of the years 2010 through 2013. 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 than not to be realized.

                                                                             F-9




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 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 1,689,575
     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          5,282,781

               Common stock purchase warrants
                                                                ---------          ---------
               Primary and fully diluted weighted
                 average common shares outstanding              5,245,250          5,282,781
                                                                =========          =========
</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           $120,562
                                                                 =======           ========

              Purchase of new equipment through a
                capital lease                                    $     0           $ 43,200
                                                                 =======           ========
</TABLE>

                                                                            F-10




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 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>
            September 30, 2001                             $ 73,750
            September 30, 2002                               73,750
            September 30, 2003                               36,875
                                                           --------
                                                           $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 September 30, 2000:

<TABLE>
            <S>                                           <C>
            Liabilities:
               Accounts payable                           $175,918
               Accrued expenses                            405,648
                                                          --------
                                                           581,566
                                                          --------
            Assets:
               Notes receivable                            184,375
               Interest receivable                           6,025
                                                          --------
                                                           190,400
                                                          --------
                                                          $391,166
                                                          ========

</TABLE>

                                                                            F-11




<PAGE>


                    CREATIVE BAKERIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


14. Discontinued operations (continued):

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

<TABLE>
<CAPTION>

                                                                                    2000                   1999
                                                                                    ----                   ----
              <S>                                                                 <C>                   <C>
              Operating expenses                                                  $ 33,615               $99,897
                                                                                  --------               -------
              Net loss from operations                                             (33,615)              (99,897)

              Settlement income                                                                           80,005

              Interest income                                                       13,553                15,918
                                                                                  --------               -------
              Net loss from discontinued
               operations                                                         $(20,062)              $(3,974)
                                                                                  ========               =======
</TABLE>

                                                                            F-12



<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION

GENERAL:

The company's financial results for the third quarter of 2000 were
disappointing. Sales were down, resulting in a net loss. Last year corresponding
quarter the company had received a substantial order from a major chain. Due to
consolidation they did not choose to renew this order.

However, we have been pursuing new business aggressively and have approval on
our new single serve (mini cake from a major chain which potentially could
increase our business by 50%). This item will also increase our margins because
of production efficiencies.

Other chains have also expressed interest in the single serve cakes. The
introduction of the Healthy Bakery Sugar Free mini single serve cakes will take
place the first quarter of 2001.

At Sep. 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:

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

The Company's consolidated revenues aggregated $954,948 in the 3rd quarter 1999
vs. $1,199,457 in the 3rd quarter 1999. The cost of goods sold was $861,142 vs.
$1,044,269. Operating expenses were $265,477 vs. $141,199. As a result, the loss
from operations was $171,671 vs. income of $13,989.

The net interest expense for the 3rd quarter of 2000 was $8,025. Other income
(expense) including interest for 3rd quarter of 2000 amounted to $754. The
resulting net loss from continuing operations aggregated $170,917 for 3rd
quarter 1999 or ($.03) per share vs. a net income of $14,715 for the 3rd quarter
1999 or $.01 per share.

Net income from discontinued operations was $4,403 for 3rd quarter 2000 or $.01
per share vs. net loss of $27,789 for 3rd quarter 1999 or ($.01) per share.

The resulting net loss aggregated $166,514 for 3rd quarter 2000 or ($.03) per
share vs. a net loss of $13,074 for 3rd quarter 1999 or ($.01) per share.




<PAGE>


Batter Bake-Chatterley Inc., (the BBC subsidiary) offers a line of batter and
frozen finished cakes, muffins, tart shells and other desserts.

c. PLAN OF OPERATION:

The next phase in the company's plan of action is to build up the wholesale end
of its business with fewer, newer and more 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.

Introduce single serve cakes under The Healthy Bakery brand. This has already
begun and supermarket chains throughout the country have either expressed
interest or made commitments

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 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 InterEquity 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.






<PAGE>



As of Sep. 30, 2000, the Company (continuing operations) has a negative working
capital of approximately $242,585 as compared to a negative working capital of
$200,939 at Sep. 30, 1999.

The Company is continuing to seek new and profitable avenues of growth.
Reception to our new mini cakes has been encouraging. 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.




<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 Nov. 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 20, 1999.


<TABLE>
<CAPTION>

Signatures                                       Title
----------                                       -----
<S>                                              <C>
                                                 President, Chief Executive
/s/ Philip Grabow                                Officer/Director
----------------------
Philip Grabow

                                                 Chief Financial Officer
/s/ Ashwin R. Shah                               (Principal Accounting Officer)
----------------------
Ashwin R. Shah


                                                 Director
----------------------
Richard Fector


/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

</TABLE>