UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2004    Commission File Number  0-29057
 -------------------------------------------                            -------


              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________________to __________________

                          ALTRIMEGA HEALTH CORPORATION
                          ----------------------------
               (Exact name of registrant as specified in charter)

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

 4702 Oleander Drive, Suite 200, Myrtle Beach, SC            29577
 ------------------------------------------------            -----
    (Address of principal executive offices)                 (Zip)

Issuer's telephone number, including area code          (843) 497-7028
                                                        --------------

          Securities registered pursuant to section 12 (b) of the Act:

    Title of each class               Name of each exchange on which registered
          None                                           None
          ----                                           ----

          Securities registered pursuant to section 12 (g) of the Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                                (Title of Class)

      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.

 (1)  Yes   |X|   No|_|                                   (2)  Yes   |X|   No|_|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.    |_|

      State issuer's revenues for its most recent fiscal year:       $ 1,989,389

      State the aggregate market value of the voting stock held by nonaffiliates
of the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold,  or the average  bid and asked  prices of
such stock, as of a specified date within the past 60 days.

      The market value of shares held by  nonaffiliates is $177,196 based on the
bid price of $0.004 per share at March 22, 2005.

      As of March 22, 2005,  the Company had  49,139,950  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>


                                TABLE OF CONTENTS

PART I.........................................................................1

  ITEM 1.   DESCRIPTION OF BUSINESS............................................1
  ITEM 2.   DESCRIPTION OF PROPERTIES..........................................5
  ITEM 3.   LEGAL PROCEEDINGS..................................................5
  ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS..............5

PART II........................................................................6

  ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........6
  ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........7
  ITEM 7.   FINANCIAL STATEMENTS..............................................12
  ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE..............................................12
  ITEM 8A.  CONTROLS AND PROCEDURES...........................................12

PART III......................................................................13

  ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.................13
  ITEM 10.  EXECUTIVE COMPENSATION............................................14
  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....15
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................16

PART IV.......................................................................18

  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K..................................18
  ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES............................19

EXHIBIT 14.1........................................................Exhibit 14.1
EXHIBIT 31.1........................................................Exhibit 31.1
EXHIBIT 32.1........................................................Exhibit 31.2
EXHIBIT 32.1........................................................Exhibit 32.1
FINANCIAL STATEMENTS.........................................................F-1

<PAGE>


                                     PART I

                                INTRODUCTORY NOTE


Forward-Looking Statements

      This  Form  10-KSB  contains  "forward-looking   statements"  relating  to
Altrimega Health Corporation  ("Altrimega") which represent  Altrimega's current
expectations or beliefs  including,  but not limited to,  statements  concerning
Altrimega's  operations,  performance,  financial condition and growth. For this
purpose, any statements contained in this Form 10-KSB that are not statements of
historical fact are forward-looking statements.  Without limiting the generality
of the  foregoing,  words  such as  "may",  "anticipation",  "intend",  "could",
"estimate",  or "continue" or the negative or other  comparable  terminology are
intended to  identify  forward-looking  statements.  These  statements  by their
nature involve substantial risks and uncertainties,  such as losses,  dependence
on management, variability of quarterly results, and the ability of Altrimega to
continue  its  growth  strategy  and  competition,  certain  of which are beyond
Altrimega's  control.  Should  one or  more  of  these  risks  or  uncertainties
materialize  or  should  the  underlying  assumptions  prove  incorrect,  actual
outcomes  and  results  could  differ  materially  from those  indicated  in the
forward-looking statements.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

History And Organization

      General

      Altrimega  was  incorporated  under  the laws of the  State of  Nevada  on
September 8, 1998 as Mega Health  Corporation.  On June 23, 1999 the name of the
corporation was changed to Altrimega Health Corporation.

      On July 25, 2002,  Altrimega  entered into a non-binding  letter of intent
with Creative  Holdings,  Inc., a South  Carolina  corporation.  Pursuant to the
Letter of Intent and upon the consummation of a definitive agreement,  Altrimega
would acquire Creative Holdings.

      A Merger  Agreement  was executed on August 15, 2002,  between  Altrimega,
Altrimega Acquisition Company, a Nevada corporation,  Creative Holdings, Inc., a
South Carolina  corporation  and the  shareholders  of Creative  Holdings,  Inc.
Pursuant to the Merger  Agreement,  Creative  Holdings  would be merged with and
into Altrimega  Acquisition  Co., which would be the surviving  corporation  and
continue  its  corporate  existence  under  the laws of the State of Nevada as a
wholly-owned subsidiary of Altrimega.

      In  consideration  of  the  merger,  Altrimega  would  issue  a  total  of
320,000,000  shares of common stock of Altrimega to the shareholders of Creative
Holdings in exchange for all of the common stock of Creative Holdings.

      On September 2, 2002, Altrimega, Creative Holdings and the shareholders of
Creative  Holdings amended the Merger Agreement and restructured the merger into
a  stock  exchange  transaction,   whereby  Creative  Holdings  would  become  a
wholly-owned subsidiary of Altrimega.

      Pursuant to the Share Exchange Agreement,  effective as of August 15, 2002
by and among  Altrimega,  Creative  Holdings  and the  shareholders  of Creative
Holdings,  the shareholders  would exchange with, and deliver to, Altrimega 100%
of the issued and outstanding capital stock of Creative Holdings in exchange for
20,000,000  shares of common stock of Altrimega and 1,000,000 shares of Series A
Convertible  Preferred  Stock of  Altrimega.  Each share of Series A Convertible
Preferred  Stock  would  be  convertible  into 300  shares  of  common  stock of
Altrimega.

                                       1
<PAGE>

      The share  exchange  was  completed  on October  17,  2002.  At that time,
Creative  Holdings  became a wholly owned  subsidiary of Altrimega.  Ultimately,
after  certain  shares  were  cancelled,  the former  shareholders  of  Creative
Holdings received 13,619,950 shares of Altrimega's common stock.

      Between  December  21, 2004 and January 5, 2005,  Altrimega  entered  into
releases  with  each  holder  of the  Company's  1,000,000  shares  of  Series A
Preferred  Stock,  which  resulted in the  cancellation  of all of the Company's
outstanding shares of Series A Preferred Stock.


Current Business Operations

      As  of  December  31,  2004,  Altrimega  is  operating  as a  real  estate
development  company in Myrtle Beach, South Carolina.  Management believes that,
through the proposed acquisition of a Nevada corporation known as Top Gun Sports
&  Entertainment,  Inc. ("Top Gun"),  the Company will re-locate its real estate
development  activities to the Long Island,  NY area.  To date,  the Company has
only one real estate development project on which it is working located in North
Myrtle Beach,  South Carolina.  Management intends to finish developing this one
project through completion.  On December 17, 2004, Altrimega Health Corporation,
doing business as Creative Holdings & Marketing Corporation, signed a definitive
Share  Exchange  Agreement  to acquire all of the  outstanding  shares of common
stock of Top Gun in  exchange  for the  issuance  of  15,750,000  shares  of the
Altrimega Health  Corporation's  common stock to the current shareholders of Top
Gun. The closing of the transaction is conditioned upon Altrimega's shareholders
approving a change of the Company's name to Top Gun, a 1-for-1,000 reverse stock
split, and Top Gun receiving a minimum of $750,000  through a private  placement
of convertible  debt issued by Top Gun. If the share exchange is completed,  the
shares that would be issued upon conversion  would be shares of the Company.  On
March 30, 2005,  the parties to the Share  Exchange  Agreement  memorialized  an
amendment to the  agreement,  eliminating  certain  conditions of closing to the
transaction,  including  that  the  Company  sell  the  assets  of the  Creative
Holdings,  Inc.  subsidiary and that Top Gun have obtained lease  agreements and
permits prior to closing.


Current Projects

      The Company's  only active real estate project is the Sea Garden Town Home
Community in North Myrtle Beach, South Carolina.  The Company is developing this
project  through its 80%  interest  in Sea Garden  Funding,  LLC,  the owner and
developer of the remaining 27 units in a 173 unit, 2 bedrooms,  2 bath town home
community  approximately  3 blocks  from the  Atlantic  shoreline.  The  Company
acquired the project  from Sea Garden,  LLC on November 13, 2002 for the payment
of  $210,000  and the  assumption  of  $1,071,344.66  in  mortgages  on the real
property  held by Horry County  State Bank.  The  remaining  20% interest in Sea
Garden Funding,  LLC, is owned by an unaffiliated  party, Maxine Roe, a resident
of Myrtle Beach, South Carolina.

      The  development  consists of buildings  that have either 4 or 5 town home
units per building.  The  community  currently  consists of 146 sold units.  The
Company acts as the developer,  and hires independent contractors to provide all
of the construction services. The Company is now building 4 and 5 unit town home
buildings and marketing these town homes in the $125,000 to $145,000 range.  The
Company  believes demand for new units is strong.  Revenue is generated as units
are completed and delivered to purchasers. These units are traditional two-story
townhouse units, not time-share units.

      The Company  completed  construction on twenty new units in the year ended
December  31,  2004.  All  twenty of these  units  were  sold in the year  ended
December 31, 2004. Since inception  through March 22, 2005, the Company has sold
and closed a total of 73 units of the Sea Garden project.


      Competition

      There are a number of interval  ownership and town home communities in the
greater Myrtle Beach area.  Altrimega's project in this area is typically priced
in the medium to upper  ranges of $150,000 to $250,000.  Our only project  under
development, the Sea Garden property, is located approximately three blocks from
the Atlantic  coastline and is located in an area that  includes more  expensive
high-rise  condominium  properties  that  average  in  price  from  $250,000  to
$500,000.  The  increased  privacy  of a town home  residence  as  opposed  to a
condominium  building residence and the lower pricing of the project as compared
to the  surrounding  offerings  have  contributed to the sales of the Sea Garden
project,  where most sales have taken place prior to construction being competed
on the units.  We expect these trends to remain in place through the  completion
of the project sometime this fiscal year. As of March 22, 2005 there remain only
six units that are not under contract for sale.

                                       2
<PAGE>

      In respect to how the Company's  competitive position as compared to other
real estate development companies in this geographic region, management believes
that our position is considerably  weaker than most other  companies  because of
our inability to raise funds or to find  guarantors  for mortgage  loans and our
lack of a significant  workforce.  The lack of capital causes the Company to not
be able to participate in many projects that are  identified.  In respect to how
the Company's  competitive position as compared to other real estate development
companies  in the Long  Island,  NY area,  which  would be the  region  that the
Company's operations would be located if the Top Gun Share Exchange Agreement is
completed,  management  believes again that our position is considerably  weaker
than most  other  companies  because  of the lack of  experience  in  developing
multiple projects and our lack of a significant workforce.


      Employees

      As of March 22, 2005,  we have only one paid  employee,  our President and
Chief  Executive  Officer,  John W.  Gandy.  While Mr.  Gandy is a partner  in a
certified  public  accounting  firm,  Mr.  Gandy is an employee of the  Company.
Altrimega has an employment agreement with Mr. Gandy, which started in 2003 that
provides  for an annual  salary of $100,000  with a 5%  increase  each year to a
maximum of $125,000,  if Altrimega  had a profit in the previous  year. To date,
Mr. Gandy has only accrued a salary, and beginning July 1, 2003, he informed the
Board of Directors  that he would forego any  additional  salary  accruals until
such time as the Company improves its financial position. The Board of Directors
has voted to reinstate Mr. Gandy's salary beginning January 1, 2005, and provide
compensation  of $15,000 for the fourth  quarter 2004.  Our other  officer,  Ron
Hendrix,  Chief  Financial  Officer,  is not currently  compensated and spends a
limited  amount  of  time in the  business.  Because  the  Company  has  limited
financial  resources,  Mr.  Hendrix  has agreed to perform his  services  for no
compensation to date.


Risks Related To Our Business

      We are subject to various  risks that may  materially  harm our  business,
financial condition and results of operations. You should carefully consider the
risks and uncertainties described below and the other information in this filing
before  deciding  to  purchase  our  common  stock.  If any of  these  risks  or
uncertainties  actually occurs, our business,  financial  condition or operating
results  could be  materially  harmed.  In that case,  the trading  price of our
common stock could decline.


Future  Losses  Are Likely To Occur As We Are  Dependent  On  Spending  Money To
Evaluate And Pursue Real Estate Projects And Continued  Losses Could Cause Us To
Curtail Or Even Cease Our Operations

      Since our inception, through December 31, 2003 we have not been profitable
and have  lost  money  on both a cash and  non-cash  basis.  For the year  ended
December 31, 2004, we earned our first annual operating  profit of $81,923.  Our
accumulated  deficit was  $717,162 as of December 31,  2004.  Future  losses are
likely to occur,  as we are  dependent on spending  money to evaluate and pursue
real estate  projects.  No assurances can be given that we will be successful in
reaching or maintaining profitable operations.  Accordingly,  we may continue to
experience liquidity and cash flow problems.


Altrimega Will Most Likely Need To Raise  Additional  Capital Or Debt Funding To
Sustain  Operations  And,  If We Are Unable To Raise  Additional  Capital,  When
Necessary, We Could Be Forced To Significantly Reduce Our Operations

      Unless Altrimega can become profitable with the existing sources of funds,
Altrimega  will require  additional  capital to sustain  operations and may need
access to additional  capital or additional debt financing to grow. In addition,
to the extent  that we have a working  capital  deficit  and  cannot  offset the
deficit  we may have to raise  capital to repay the  deficit  and  provide  more
working  capital  to  permit  growth in  revenues.  We  cannot  assure  you that
financing  whether from external sources or related parties will be available if
needed or on favorable  terms.  Our inability to obtain adequate  financing will
result  in the need to  reduce  the pace of  business  operations.  Any of these
events  could be  materially  harmful to our  business and may result in a lower
stock price.


We Have Been The Subject Of A Going Concern  Opinion From December 31, 2004 From
Our  Independent  Auditors,  Which  Means  That We May  Not Be Able To  Continue
Operations Unless We Can Become Profitable or Obtain Additional Funding

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit opinions issued in connection  with our financial  statements for the year
ended  December  31,  2004,  which states that the  financial  statements  raise
substantial  doubt as to Altrimega'  ability to continue as a going concern.  We
have had an  accumulated  loss  since  inception  of  $717,162  and our  current
liabilities  exceed our current  assets by $347,334 as of December 31, 2004. Our
ability  to  make  operations  profitable  or  obtain  additional  funding  will
determine our ability to continue as a going concern.  Our financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

                                       3
<PAGE>

If Our Ongoing  Operations Do Not Begin To Provide  Sufficient  Profitability To
Offset The Working  Capital Deficit We May Have To Raise Capital Or Debt To Fund
The Deficit Or Cease Operations

      We had a working capital  deficit of $347,334 at December 31, 2004,  which
means that our current  liabilities  as of that date exceeded our current assets
on December 31, 2004 by $347,334. Current assets are assets that are expected to
be converted to cash within one year and, therefore,  may be used to pay current
liabilities  as they become  due.  Our working  capital  deficit  means that our
current  assets on December 31, 2004 were not  sufficient  to satisfy all of our
current  liabilities  on that date.  If our ongoing  operations  do not begin to
provide  sufficient  profitability  to offset the working capital deficit we may
have to raise capital or debt to fund the deficit or cease operations.


Our Common  Stock May Be Affected By Limited  Trading  Volume And May  Fluctuate
Significantly,  Which  Could  Cause Our Stock  Price To  Decline  Significantly,
Thereby Negatively Affecting Our Ability To Raise Capital

      There has been a limited  public market for our common stock and there can
be no  assurance  that a more active  trading  market for our common  stock will
develop.  An absence of an active  trading  market  could  adversely  affect our
shareholders'  ability  to sell  our  common  stock in short  time  periods,  or
possibly at all. Our common stock has  experienced,  and is likely to experience
in the future, significant price and volume fluctuations,  which could adversely
affect the market  price of our common  stock  without  regard to our  operating
performance. In addition, we believe that factors such as changes in the overall
economy or the condition of the  financial  markets could cause the price of our
common stock to fluctuate substantially. These fluctuations may also cause short
sellers to enter the market from time to time in the belief that  Altrimega will
have poor  results  in the  future.  We cannot  predict  the  actions  of market
participants  and,  therefore,  can offer no assurances  that the market for our
stock will be stable or appreciate over time.


Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Sell Their Shares Due To Suitability Requirements

      Our common stock is deemed to be "penny  stock" as that term is defined in
Rule  3a51-1  promulgated  under  the  Securities  Exchange  Act of 1934.  These
requirements  may reduce the  potential  market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third  parties or to otherwise  dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the NASDAQ automated quotation system
            (NASDAQ  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $10.0  million  (if in  continuous  operation  for less  than  three
            years),  or with average  revenues of less than $6.0 million for the
            last three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.


As A Result  Of Our  Recent  Change  In  Business  Operations  To A Real  Estate
Development  Company, We Have Limited Operating History In Our Current Business,
Which Makes It Difficult Or Impossible To Evaluate Our  Performance  And To Make
Predictions About Our Future

      Altrimega  has only  acquired  one real  estate  project,  the Sea  Garden
project.  Based  on this  limited  history  with  real  estate  projects,  it is
difficult  or  impossible  for us to  evaluate  our  operational  and  financial
performance, or to make accurate predictions about our future performance.

                                       4
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTIES

      Altrimega  owns an 80% share of Sea Garden  Funding,  LLC.  The  operating
agreement  that  governs the rights of the members of Sea Garden  Funding,  LLC,
Creative Holdings, with an 80% interest and Toe Roe, an unaffiliated party, with
the remaining 20%  interest,  was entered into on November 10, 2002.  Sea Garden
Funding  owns the  remaining  units  under  construction  and sites  for  future
construction  within the Sea Garden Town Home  community in North Myrtle  Beach,
South  Carolina,  Sea  Garden  consists  of 146  sold  units  and 27 units to be
constructed and sold by the developer,  Sea Garden Funding, LLC. Three different
banks  hold a mortgage  on this  property  in the  summary  principal  amount of
$1,528,312  as of December 31, 2004.  The  mortgages  are satisfied by a $75,000
principal reduction as each new building pad is taken down to develop. Upon sale
and closing of each townhouse located on that building pad, an additional $8,500
is paid to the Bank.  The terms of the  mortgages  on the  property  are for one
year,  with an interest rate of prime plus  one-half  percent.  Currently,  that
percentage  interest rate is  approximately  5.5%.  The property,  on which this
project is being developed, has been adequately insured. The Sea Garden property
is located approximately three blocks from the Atlantic coastline and is located
in an area that includes more expensive  high-rise  condominium  properties that
average in price from $250,000 to $500,000. The increased privacy of a town home
residence as opposed to a condominium  building  residence and the lower pricing
of the project as compared to the surrounding  offerings have contributed to the
sales of the Sea Garden  project,  where most  sales have taken  place  prior to
construction  being  competed on the units.  We expect these trends to remain in
place through the completion of the project sometime this fiscal year.


ITEM 3. LEGAL PROCEEDINGS

      None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

      No matters have been  submitted to a vote of our  shareholders  during the
fiscal year ended  December  31, 2004.  However,  the  Exchange  Agreement  with
Creative  Holdings,  Inc.  requires  us  to  obtain  approval  of  an  increased
capitalization to 800 million shares and name change.  Based on the cancellation
of the Series A Preferred  Stock in December 2004 and January 2005,  the Company
has withdrawn its  Information  Statement to increase its  authorized  shares of
common stock and change its name to Creative Holdings & Marketing Corporation.

      In addition,  on January 11, 2005,  the Company  submitted an  Information
Statement  filing  that set forth three  proposals  to be approved by a majority
shareholder  vote.  The three  proposals  were (1) an amendment to the Company's
articles of  incorporation to change the name of the Company to Top Gun Sports &
Entertainment,  Inc. (2) To authorize a  1-for-1000  reverse  stock split of the
Company's  outstanding  common stock,  par value $0.001 per share.  (3) To elect
three new directors.  Principal  shareholders who collectively hold in excess of
50% of the  Company's  shares of common stock  entitled to vote on the proposals
have  indicated  their  intention  to  vote  in  favor  of the  proposals.  This
information  statement  will require  amendment  prior to being  approved by the
Securities and Exchange Commission, mailing to shareholders, and then the action
being taken by a majority of the shareholders by written consent.

                                       5
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our Common  Stock has been quoted on the NASD's OTC  Bulletin  Board since
November 1, 2000. Prior to such date management is not aware of the quotation or
trading of the Common  Stock  through  any other  medium.  The table  below sets
forth, for the respective periods indicated,  the prices for our common stock in
the over-the-counter market as reported by the NASD's OTC Bulletin Board.

      The bid prices represent inter-dealer quotations,  without adjustments for
retail  mark-ups,  mark-downs or commissions and may not  necessarily  represent
actual transactions.

--------------------------------------------------------------------------------
Period Ended December 31, 2003                          High Bid   Low Bid
------------------------------                          --------   -------
First Quarter                                            $0.025     $0.003
Second Quarter                                           $0.011     $0.002
Third Quarter                                            $0.008     $0.004
Fourth Quarter                                           $0.011     $0.002

Period Ended December 31, 2004                          High Bid   Low Bid
------------------------------                          --------   -------
First Quarter                                            $0.011     $0.005
Second Quarter                                           $0.008     $0.002
Third Quarter                                            $0.009     $0.001
Fourth Quarter                                           $0.018     $0.003

Period Ended March 31, 2005                             High Bid   Low Bid
---------------------------                             --------   -------
First Quarter                                            $0.005     $0.003

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

      At March 22, 2005,  our Common Stock was quoted on the OTC Bulletin  Board
at a bid and asked price of $0.0031 and $0.004,  respectively.  At December  31,
2004, we had approximately 83 shareholders of record. The Company has 49,139,950
shares of common stock and no shares of preferred stock  outstanding as of March
22, 2004. The Company's  authorized  capital stock consists of 50,000,000 shares
of common stock and 10,000,000 shares of preferred stock.


Dividends

      Altrimega  has not  declared or paid cash  dividends  on its Common  Stock
since  its  inception  and does not  anticipate  paying  such  dividends  in the
foreseeable  future.  The payment of dividends may be made at the  discretion of
the Board of Directors and will depend upon, among other factors, on Altrimega's
operations, its capital requirements, and its overall financial condition.


Changes In Securities

      During the years ended December 31, 2002,  December 31, 2003, and December
31, 2004, Altrimega issued the following unregistered securities:

      As a result  of the  share  exchange  agreement  with  Creative  Holdings,
Altrimega issued the former  stockholders of Creative Holdings 13,619,950 shares
of common stock and 1,000,000 shares of series A convertible preferred stock.

      The Company issued  3,000,000 for accounts payable of $79,500 at $0.03 per
share to Earl Ingarfield, an unaffiliated party in 2002.

      The Company issued  3,200,000 for cash and services at $0.001 per share to
the Company's founders in 2002.

                                       6
<PAGE>

Securities Authorized For Issuance Under Equity Compensation Plan

      There  have  been no  securities  authorized  for  issuance  under  equity
compensation plans for the Company during December 31, 2004.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


General

      The following  discussion and analysis should be read in conjunction  with
the Consolidated  Financial  Statements,  and the Notes thereto included herein.
The  information   contained   below  includes   statements  of  Altrimega's  or
management's  beliefs,  expectations,  hopes,  goals  and  plans  that,  if  not
historical,   are  forward-looking  statements  subject  to  certain  risks  and
uncertainties  that could cause actual results to differ  materially  from those
anticipated   in  the   forward-looking   statements.   For  a   discussion   on
forward-looking  statements,  see the information set forth in the  Introductory
Note to this Annual Report under the caption "Forward Looking Statements", which
information is incorporated herein by reference.


Going Concern

      As reflected in  Altrimega's  financial  statements  for the twelve months
ended  December 31, 2004,  Altrimega's  accumulated  deficit of $717,162 and its
working capital deficiency of $347,334 raise substantial doubt about its ability
to continue as a going concern.  The ability of Altrimega to continue as a going
concern is dependent on Altrimega's ability to raise additional debt or capital.
The financial  statements  for December 31, 2004 do not include any  adjustments
that might be necessary if Altrimega is unable to continue as a going concern.


Critical Accounting Policies And Estimates

      Management's  discussion  and  analysis  of our  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported amounts of assets, liabilities,  revenues and expenses. At each balance
sheet  date,  management  evaluates  its  estimates.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.  The estimates and critical
accounting   policies  that  are  most  important  in  fully  understanding  and
evaluating  our  financial  condition  and results of  operations  include those
listed below.


Revenue Recognition

      Gains from sales of operating  properties and revenues from land sales are
recognized using the full accrual method provided that various criteria relating
to the terms of the transactions  and any subsequent  involvement by the Company
with the  properties  sold are met. Gains or revenues  relating to  transactions
which do not meet the established  criteria are deferred and recognized when the
criteria  are  met or  using  the  installment  or  cost  recovery  methods,  as
appropriate  in the  circumstances.  For land sale  transactions  under terms in
which  the  Company  is  required  to  perform  additional  services  and  incur
significant  costs  after  title  has  passed,  revenues  and costs of sales are
recognized  proportionately  on  a  percentage  of  completion  basis.  Deposits
received prior to closing are recorded as a liability until the  consummation of
the sale at which time such amounts are  generally  applied  toward the purchase
price.

      Cost of land sales is generally  determined  as a specific  percentage  of
land sales  revenues  recognized  for each land  development  project.  The cost
percentages used are based on estimates of development  costs and sales revenues
to  completion  of each  project  and are  revised  periodically  for changes in
estimates or development  plans. The specific  identification  method is used to
determine cost of sales of certain parcels of land.


Properties

      Properties  under  development  are carried at cost reduced for impairment
losses, where appropriate.  Properties held for sale are carried at cost reduced
for  valuation  allowances,  where  appropriate.  Acquisition,  development  and
construction  costs of properties in development and land  development  projects
are capitalized  including,  where applicable,  salaries and related costs, real
estate  taxes,   interest  and  preconstruction   costs.  The   pre-construction
development  (or an  expansion  of an existing  property)  includes  efforts and
related  costs to secure  land  control and zoning,  evaluate  feasibility,  and
complete other initial tasks, which are essential to development. Provisions are
made  for  potentially  unsuccessful   preconstruction  efforts  by  charges  to
operations.

                                       7
<PAGE>

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


Stock-based compensation

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

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


Principals Of Consolidation

      The  consolidated  financial  statements shown in this report excludes the
historical  operating  information of the parent before  September 30, 2002, and
includes the operating information of the subsidiary,  Creative Holdings,  Inc.,
from July 3, 2002  (date of  inception  of the  subsidiary),  and the  operating
information  of Sea  Garden  Funding,  LLC from  November  2002 (the date of the
purchase of 80% of the LLC) to December 31, 2002.

      All intercompany transactions have been eliminated.


Results Of Operations For The Year Ended December 31, 2004, Compared To The Year
Ended December 31, 2003


      Revenues

      Revenue for the year ended  December 31, 2004,  was $1,989,389 an increase
of  $1,084,471,  as compared to $904,918 in revenue for the year ended  December
31, 2003. The increase in revenues in 2004 was  attributable  to increased sales
of units at the Sea Garden project,  where the Company sold 20 units in 2004, as
compared to 10 units in 2003. We anticipate  revenues for the fiscal year ending
2005 to  consist  mainly or  completely  of the sale of units at the Sea  Garden
Project.

      Cost of Revenue.  Cost of revenue for the year ended December 31, 2004 was
$1,697,761,  or 85% of revenue,  as compared to December 31, 2003, where cost of
revenue  was  $861,757,  or 95.23% of  revenue.  The cost of revenue  relates to
construction and other costs of units at the Sea Garden project.

      Gross profit.  Gross profit for the year ended December 31, 2004 was $291,
628, or 14.6% of revenue as compared to December  31,  2003,  where gross profit
was $43,161, or 4.77% of revenue.  The gross profit relates to the sale of units
at the Sea Garden project

      Operating  Expenses.  Operating  expenses for the year ended  December 31,
2004 were $135,531,  or 6.8% of revenue as compared to December 31, 2003,  where
operating  expenses were $101,025,  or 11.16% of revenue.  Operating expenses in
2004  consisted of $15,000 in consulting and  professional  fees and $120,531 in
general and administrative  expenses.  The increase of $34,506 from 2003 to 2004
was almost  entirely  attributable to increased sales activity at the Sea Garden
project.

      Other Income (Expense). Other income (expense) for the year ended December
31, 2004, was a net expense of $31,688, a decrease of $50,327,  as compared to a
net expense of $82,015 for the year ended  December  31,  2003.  The decrease in
other expense in 2004 was primarily  attributable to less interest  expense from
loans used in the  construction  of two  buildings  at Sea  Gardens  and the two
mortgages on the remaining land at the Sea Garden project.

                                       8
<PAGE>

      Net Income.  Altrimega had net income of $81,923 for the fiscal year ended
December  31,  2004,  as compared to a net loss of $132,822  for the fiscal year
ended December 31, 2003. This increase was mostly attributable to an increase in
sales at the Sea Garden project in 2004.


Liquidity And Capital Resources

      Altrimega's  financial  statements  have been  prepared on a going concern
basis  that  contemplates  the  realization  of  assets  and the  settlement  of
liabilities  and  commitments in the normal course of business.  Altrimega had a
net income of $81,923  and a net loss of $132,822  for the years ended  December
31, 2004 and December 31, 2003, respectively,  and has an accumulated deficit of
$717,162  at  December  31,  2004.  As of December  31,  2004,  we had assets of
$1,711,739   and   liabilities   of   $1,964,913,   a  difference  of  $253,174.
Additionally,  our current assets were  $1,617,579  and our current  liabilities
were $1,964,913, creating a working capital deficit of $347,334. The majority of
the assets,  $1,612,448,  consist of  building  sites  contained  within the Sea
Garden Town Home  Community.  Consequently,  the  majority  of our  liabilities,
$1,528,312,  are mortgage  loans on the Sea Garden assets.  Accounts  payable to
related  parties  equal  to  $276,858  are  also  included  in our  liabilities.
Management  recognizes that Altrimega must generate or obtain additional capital
to enable it to continue operations. Management is planning to obtain additional
capital  principally  through the sale of equity securities.  The realization of
assets and  satisfaction  of  liabilities  in the normal  course of  business is
dependent  upon  Altrimega  obtaining  additional  equity capital and ultimately
obtaining  profitable  operations.  However,  Altrimega may not be successful in
these  activities.  Should  any of these  events  not  occur,  the  accompanying
consolidated financial statements will be materially affected.

      As of March 22, 2005, the Company had cash on hand of $35,636

      Any  shortfall in working  capital has been met through  advances from our
president,  John Gandy,  and other  shareholders  who have advanced funds to pay
expenses incurred by the Company from time to time. At no time during the fiscal
year 2003 or 2004 did these short term loans exceed $50,000.

      We  anticipate  that we will require  significant  capital to maintain our
corporate  viability  and execute our plan to develop real estate  projects.  We
anticipate  necessary  funds  will  most  likely  be  provided  by our  existing
shareholders, our officers and directors, and outside investors. We will require
significant  loan  guarantees  to  acquire  properties  for  development  and to
complete  construction  on  any  additional  construction  projects.  We  may be
required  to pledge  equity in the  Company to induce  individuals,  officers or
directors or other shareholders to guarantee our loans when necessary.

      Altrimega is at present meeting its current  obligations  from its monthly
cash flows,  which during 2003, 2004, and to date in 2005 has included cash from
operations,  investor capital,  and loans from related parties.  However, due to
insufficient cash generated from operations,  Altrimega  currently does not have
internally  generated  cash  sufficient to pay all of its incurred  expenses and
other liabilities.  As a result,  Altrimega is dependent on investor capital and
loans to meet its expenses and  obligations.  Although  related party loans have
allowed  Altrimega to meet its  obligations in the recent past,  there can be no
assurances  that  Altrimega's  present  methods of generating  cash flow will be
sufficient  to meet future  obligations.  However,  Altrimega may not be able to
raise sufficient additional capital in the future.

      Cash used by operating activities was $681,759 for the year ended December
31, 2004,  compared to cash provided of $549,342 for 2003.  The increase in cash
used was due primarily to the development of additional  sites at the Sea Garden
project.

      Cash  provided by financing  activities  was $683,312  during  fiscal year
2004, compared to cash used by financing  activities of $594,656 during the same
period in 2003.  This  difference was mainly due to an increase in loan proceeds
and loan payments on notes payable in 2004.

      As of  December  31,  2004,  the Company  has six notes  payable  totaling
$1,528,312.  The  outstanding  balances are secured by real  estate,  payable in
quarterly  installments  of  interest  only at the  rate  between  5% and 6% and
maturities during April through October 2005.

      We have incurred  losses since  inception until fiscal year ended December
31, 2003. Management believes that it will generate sufficient cash flow to fund
overall  Company  operations  for the next twelve  months.  This amount does not
include  monies  necessary to construct new townhouse  units at Sea Garden or if
the transaction with Top Gun is consummated.

                                       9
<PAGE>

Plan Of Operation For 2005

      The Company  derives its revenue from the sale of developed or undeveloped
real estate parcels. As of 2004 and 2005, the Company has one project generating
revenues,  Sea Garden Town Homes, located in North Myrtle Beach, South Carolina.
These Town Homes sell in the $125,000 to $145,000  range per Town Home unit. The
Company  owns  the  building  sites  for an  additional  27  units  and is under
construction on these units  Altrimega plans to locate,  evaluate and proceed to
finance and develop multiple projects.  Through its proposed  acquisition of Top
Gun  management  plans to develop  projects  outside of the Myrtle Beach,  South
Carolina area. The Top Gun development projects are in the Long Island, NY area.
Management  believes  that this area  combined  with the Myrtle  Beach,  SC area
provides  the  population   growth   necessary  to  achieve   profits  from  new
construction  projects.  For the last three  years,  management  believes  Horry
County, South Carolina has been one of the top three fastest growing counties in
the United  States.  In 1997,  Horry County showed a population of only 180,000.
Based on current  projections  and the 2000 census  data,  we believe the county
will have a population  of 500,000.  The  principal  industries  of the area are
tourism related.  Myrtle Beach is considered a drive-in  market,  where tourists
will drive their cars rather than fly to the  destination.  The tourism industry
in Myrtle Beach has developed three seasons, spring golf, summer beach vacations
and fall golf.  The spring and fall golf  seasons  bring  approximately  150,000
visitors  per  week to play on the  areas  over  100 golf  courses.  The  summer
vacation  season brings in  approximately  400,000 per week. The average tourist
stay is one week.

      On December 17, 2004, the Company, Top Gun Sports, and the shareholders of
Top Gun Sports  entered  into a Share  Exchange  Agreement  relating  to a share
exchange  transaction.  Pursuant to the Share  Exchange  Agreement,  the Company
shall receive 100% of the  outstanding  common stock of Top Gun Sports,  and the
shareholders  of Top Gun Sports shall  receive  15,750,000  post  reverse  split
shares  of the  Company's  common  stock.  The  closing  of the  transaction  is
contingent on the Company completing the 1-for-1000 reverse  stock-split that is
subject of an Information Statement currently under review by the Securities and
Exchange  Commission,  and will  require  amendment  prior to  being  mailed  to
shareholders. While Top Gun Sports has no operating history, it intends to build
and  operate  a  professional,   state-of-the-art  multi-venue  motorsports  and
entertainment facilities.  Top Gun Sports also intends to pursue acquisitions of
motorsports and  entertainment  facilities and companies across the U.S. Top Gun
Sports' first location is slated to be on county-owned  land in  Yaphank-Suffolk
County, Long Island. Top Gun Sports intends to enter into a public/private joint
venture with Suffolk County on approximately  376 acres of land in the area west
of Yaphank  Avenue in the Town of Brookhaven,  adjacent to the Grucci  Fireworks
plant,  the  Firematic  training  facility and the county  prison farm.  Top Gun
Sports  intends to build the facility in a  multi-phased  process by which major
revenue  can be  generated  by  operating  venues  as they  are  completed.  The
family-friendly facility will provide reasonable,  affordable sports, recreation
and  entertainment  to  all.  The  construction  will be done  with  the  utmost
importance  and respect  given to  preserving,  sustaining  and  protecting  the
environment of the facility and  neighboring  communities.  Management  believes
that the Top Gun Sports  project will  fulfill the need Top Gun Sports  believes
exists for a major legal motorsport  destination on Long Island.  As a condition
precedent  to the Company  closing  the share  exchange  agreement  with Top Gun
Sports,  Top Gun Sports must complete a private  placement  raising a minimum of
$750,000 and a maximum of $1,500,000  through the sale of 2-year, 9% convertible
notes. The fixed conversion price of the convertible notes is $0.50 per share of
common stock.  Top Gun Sports shall issue a warrant to purchase 1 share of stock
at an  exercise  price of $1.50 per share for each  $1.00 of  convertible  notes
purchased.  If the  share  exchange  is  completely,  Altrimega  will  have  the
obligation  to repay  these  debentures.  Based on the  delays  associated  with
obtaining  shareholder  approval concerning the conditions of the share exchange
agreement,  there is a  possibility  that the Top Gun  share  exchange  will not
close.

      Our  continuation  as a going  concern is dependent on our ability to meet
our obligations and obtain  additional debt or equity  financing  required until
our  current and  proposed  real estate  projects  are under way and  generating
earnings.  Until such time as these  projects are generating  earnings,  we have
taken the following steps to revise our operating and financial  requirements in
an effort to enable us to continue in existence:

      o     We  have   reduced   administrative   expenses   to  a  minimum   by
            consolidating management responsibilities to our president and chief
            executive officer.

      o     We intend to seek either equity or further debt funding.

      o     We  intend  to  attempt  to  obtain  the  professional  services  of
            third-parties through favorable financing arrangements or payment by
            the issuance of our common stock.

      We believe that the foregoing plan should enable us to generate sufficient
funds to continue our operations for the next twelve months.

                                       10
<PAGE>

      Management  has  implemented  this plan to overcome the Company's  serious
going concern  conditions.  The first step is to reduce operating costs. To this
end the Company's President and Chief Executive Officer, John Gandy, has assumed
almost all of the Company's  functions  from sales and  marketing,  locating and
evaluating new real estate  projects,  most  accounting  functions,  shareholder
relations  and general  administrative  functions.  Mr.  Gandy has  foregone any
compensation for the last half of 2003 and through September 30, 2004 period. In
the fourth quarter of 2004 Mr. Gandy  received a salary accrual of $15,000.  The
Company's  Chief  Financial  Officer is  receiving no  compensation.  Management
believes it will be able to reduce  consulting  expense in the next fiscal year.
Only one  consultant is on hand for additional  help in evaluating  projects and
working  with  the   accounting   and   reporting   functions  of  the  Company.
Administrative  expenses,  including mostly legal and accounting  charges,  will
constitute  the  largest  expense  items  for the  year.  The  Company  has made
arrangements with these outside professionals to work more efficiently with them
to help reduce the overall costs associated with these services.

      In addition, the Company believes it has located some potential sources of
equity financing that could contribute to the Company's  financial  requirements
in the  upcoming  fiscal  year.  This  element  is  especially  critical  to the
Company's going concern  situation.  Before these sources can be fully explored,
the Company had to correct  some of its prior  filings with the  Securities  and
Exchange  Commission.  Management  has corrected its prior 1934  Securities  Act
filings,  including  its annual  report of for 10-KSB for the fiscal  year ended
December 31, 2002,  and its  quarterly  reports on Forms 10-QSB for the quarters
ended March 31, 2003,  June 30, 2003 and September 30, 2003 and currently has no
additional  amendments  required.  Management intends to explore these potential
sources of funding over the next several months.

      For the  next 12  months,  even  without  consummating  the Top Gun  share
exchange,  we  believe  that we will need  $150,000  to  continue  to fund basic
operations,  in addition to funding necessary to acquire and develop real estate
projects.  The Company anticipates  approximately  $50,000 in consulting fees in
the  next  fiscal  year  and  only  minor  operating  expenses.  If the  Top Gun
transaction is completed,  we believe we should have sufficient funding based on
the funds raised by Top Gun as a condition of the share exchange agreement.  Any
new real estate projects will require debt financing.  In summary,  we expect to
meet  operating  expenses  with existing cash flow and seek out other sources of
funding to develop additional real estate projects.

      The Company  plans to continue  operating  with small  administrative  and
consulting  fees in the  next  fiscal  year in  order  to  continue  operations.
Continuing to work with its accounting and legal professionals more efficiently,
the  Company  believes it may be able to reduce its fees for such  services.  In
addition,  the  Company  plans to utilize  only one  consultant  for  accounting
services.

      From time to time, Altrimega may evaluate potential acquisitions involving
complementary businesses, content, products or technologies.


Current Accounting Pronouncements

      Financial  Accounting Standards Board Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements,  addresses  consolidation by business
enterprises  of variable  interest  entities.  It is effective  immediately  for
variable  interest  entities  created  after January 31, 2003. It applies in the
first fiscal year or interim period  beginning  after June 15, 2003, to variable
interest  entities  acquired  before  February 1, 2003.  The  implementation  of
Interpretation No. 46 did not have a material effect on the Company's  financial
statements.

      In April 2003,  the FASB issued SFAS No. 149,  Amendment  of SFAS No. 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  SFAS  No.  133  for  decisions  made  (1) as  part  of  the  Derivatives
Implementation  Group process that effectively  required  amendments to SFAS No.
133,  (2) in  connection  with  other  Board  projects  dealing  with  financial
instruments, and (3) in connection with implementation issues raised in relation
to the  application of the definition of a derivative.  The Statement  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristics  of a derivative  discussed  in paragraph  6(b) of SFAS No. 133,
clarifies  when  a  derivative  contains  a  financing  component,   amends  the
definition of  underlying to conform it to language used in FASB  Interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including  Indirect  Guarantees of  Indebtedness  of Others,  and amends certain
other  existing  pronouncements.  Those  changes will result in more  consistent
reporting  of  contracts  as  either  derivatives  or hybrid  instruments.  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003  and  for  hedging  relationships  designated  after  June  30,  2003.  The
implementation  of SFAS No. 149 did not have a material  effect on the Company's
financial statements.

                                       11
<PAGE>

      In May  2003,  the  FASB  issued  SFAS No.  150,  Accounting  for  Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. In
addition,  the statement requires an issuer to classify certain instruments with
specific  characteristics  described  in it as  liabilities.  This  statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning after June 15, 2003. The implementation of SFAS No. 150 did not have a
material effect on the Company's financial statements.

      In  December  2004,  the FASB issued SFAS 153,  Exchanges  of  Nonmonetary
Assets,  an amendment of APB No. 29,  Accounting for  Nonmonetary  Transactions.
SFAS 153 requires  exchanges of  productive  assets to be accounted  for at fair
value, rather than at carryover basis, unless (1) neither the asset received nor
the asset  surrendered has a fair value that is determinable  within  reasonable
limits or (2) the transactions lack commercial substance.  SFAS 153 is effective
for nonmonetary asset exchanges occurring in fiscal periods beginning after June
15, 2005.  The Company  does not expect the adoption of this  standard to have a
material effect on its financial position, results of operations or cash flows.

      In December 2004, the FASB issued  Statement 123 (revised 2004) which is a
revision of FASB  Statement No. 123,  Accounting for  Stock-Based  Compensation.
This  Statement  supersedes  APB Opinion No. 25,  Accounting for Stock Issued to
Employees,  and its related implementation  guidance. This Statement establishes
standards for the accounting for  transactions in which an entity  exchanges its
equity  instruments  for goods or services.  It also addresses  transactions  in
which an entity  incurs  liabilities  in exchange for goods or services that are
based  on the fair  value  of the  entity's  equity  instruments  or that may be
settled by the  issuance of those equity  instruments.  This  Statement  focuses
primarily on accounting for  transactions  in which an entity  obtains  employee
services in share-based payment  transactions.  This Statement requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair  value of the award
(with limited  exceptions).  That cost will be recognized over the period during
which an employee is required to provide  service in exchange for the award--the
requisite  service period (usually the vesting  period).  The Company files as a
small  business  issuer and must meet the  requirements  of this  Statement  for
accounting  periods after December 15, 2005. The Company is evaluating SFAS 123R
and  believes  it  may  have  a  material  effect  on  the  Company's  financial
statements.


ITEM 7. FINANCIAL STATEMENTS

      The  consolidated  financial  statements of Altrimega  Health  Corporation
required by  Regulation  S-B are attached to this  report.  Reference is made to
Item 13 below for an index to the financial statements.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

      To the Company's knowledge,  the Company has had no disagreements with its
certified public accountants with respect to accounting  practices or procedures
of  financial  disclosure.  The Company  had  difficulty  contacting  its former
accountants,  Sellers & Anderson,  L.L.C.,  and  ultimately  on March 29,  2004,
Altrimega  changed its  accountants to L. L. Bradford,  LLC. The Company filed a
corresponding Form 8-K on April 14, 2004.


ITEM 8A. CONTROLS AND PROCEDURES


(A)   Evaluation Of Disclosure Controls And Procedures

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal  Executive  Officer and Principal  Financial Officer of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
period covered.


(B)   Changes In Internal Controls Over Financial Reporting

      In  connection  with the  evaluation of the  Company's  internal  controls
during the  Company's  fourth  fiscal  quarter  ended  December  31,  2004,  the
Company's  Principal  Executive  Officer and  Principal  Financial  Officer have
determined  that there are no changes to the  Company's  internal  controls over
financial  reporting that has materially  affected,  or is reasonably  likely to
materially effect, the Company's internal controls over financial reporting.

                                       12
<PAGE>

                                    PART III


ITEM 9.  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS,  AND CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


General

      The following table sets forth certain  information  regarding the current
directors and executive officers of the Company:


--------------------------------------------------------------------------------
                                 POSITION(S)
NAME                  AGE      WITH THE COMPANY                  DIRECTOR SINCE
----                  ---      ----------------                  --------------

John W. Gandy         51       President, C.E.O. and  Director   September 2002
Ron Hendrix           60       Secretary and Director            December 2002
John Smith III        43       Director                          December 2002


      There are no family  relationships among any of the directors or executive
officers of the Company.  None of the Company's  directors or executive officers
is a director  of any  company  that  files  reports  with the SEC.  None of the
Company's  directors have been involved in any bankruptcy or criminal proceeding
(excluding  traffic  and  other  minor  offenses),  nor has been  enjoined  from
engaging in any business.

      Altrimega's directors were appointed in connection with the Share Exchange
Agreement  between the Company  Creative  Holdings  and hold office  until their
successors are elected. Altrimega intends to elect new directors through written
consent  during  2005.  Altrimega's  officers  are  appointed  by the  Board  of
Directors  and serve at the pleasure of the Board and are subject to  employment
agreements, if any, approved and ratified by the Board.

      Altrimega  does not currently  have an audit  committee,  and the Board of
Directors serves this function. Both John Gandy and Ron Hendrix qualify as audit
committee  financial experts, as defined by Regulation S-B Item 401. Neither Mr.
Gandy,  nor Mr.  Hendrix  are  independent  as that  term is  defined  under the
Exchange Act.

      The following  information is furnished for each of the executive officers
and directors of the Company:

      John W. Gandy serves as our President and Chief  Executive  Officer and is
the chairman of our board of directors  starting in  September  2002.  Mr. Gandy
graduated  from  Wofford  College in 1976 and  received  a Masters  of  Business
Administration  degree  from Wake  Forest  University.  Mr.  Gandy has worked on
numerous real estate development projects in the Carolinas including resort golf
course  and  ocean  front  developments.  Mr.  Gandy  became  a  partner  in the
accounting firm of Hendrix & Gandy in September  2000.  Prior to that, Mr. Gandy
was a  partner  in the  accounting  firm of  Rabon,  Hendrix  Gandy &  Grimball,
starting in 1999.  During 1996 through 1999,  Mr. Gandy  consulted  with various
business  entities.  Mr. Gandy is a Certified Public Accountant with over twenty
years experience and is currently also a partner in the firm Hendrix and Gandy.

      Ron Hendrix serves as our Chief  Financial  Officer and is a member of our
board of  directors  since  December  2002.  Mr.  Hendrix is a certified  public
accountant  with over 25 years  experience  in real estate,  accommodations  and
recreation  accounting and consulting.  He is a partner in the firm of Hendrix &
Gandy located in Myrtle Beach, South Carolina, starting in September 2000. Prior
to that Mr.  Hendrix  was a partner in the  accounting  firm of Rabon,  Hendrix,
Gandy & Grimball,  starting in 1999. Prior to that, Mr. Hendrix was a partner in
the accounting firm of Hendrix,  King & Godbold for over ten years.  Mr. Hendrix
is a graduate of Coastal Carolina University.

      John F. Smith III serves on our board of directors.  Mr. Smith is the sole
owner of Strategic Marketing,  an advertising and market positioning  consultant
firm  in the  Myrtle  Beach  area  since  prior  to  1997.  Strategic  Marketing
represents  golf  course  operators,   hotels,   entertainment   facilities  and
restaurants  in the  Carolinas.  Mr.  Smith is a graduate  of  Coastal  Carolina
University.

      Pursuant to the information  statement that is currently being reviewed by
the Securities and Exchange Commission, a majority of the Company's shareholders
intend to vote in favor of the following directors:

                                       13
<PAGE>


      Peter Scalise III. Mr.  Scalise has been  developing  the Top Gun business
plan model as CEO of  Northeast  Motorsports  Inc.  for the past five years from
October  1999-March 2004. He has also been the owner of a nutrition  company and
has been  following  and  competing in the sport of  motocross  since the age of
three.  Mr. Scalise is thoroughly  familiar with the sport and has been involved
on the associate level for the Supercross Series. Mr. Scalise will also serve as
Chairman of the Board of Directors and as President  conditioned on the close of
the Top Gun Sports share exchange agreement.

      Neil A Rosenberg.  Mr.  Rosenberg has been the COO of ITTCO Sales Co Inc.,
in Ronkonkoma,  LI, NY, a national wholesale distributor of specialty appearance
auto  parts  and  accessories  in the U.S.  founded  in 1978,  which he ran from
1978-2004.  Mr.  Rosenberg  is  an  electrician  by  trade  also  has  extensive
experience in Cable TV, Construction  industries.  Mr. Rosenberg will also serve
as Secretary,  Treasurer and Chief Financial Officer of the Company  conditioned
on the close of the Top Gun Sports share exchange agreement.

      Dr. Robert J.  Waylonis.  Mr.  Waylonis has been retired for the past five
years from a very successful OB-GYN practice in the Pittsburgh, PA area for over
40 years. He was one of the first LOTUS automobile  dealers in the US with Lotus
Cars Of  Pittsburgh  he later  brought in the  Datsun  line of  automobiles  and
changed the name to Waylonis Motors Of Pittsburgh. He has sponsored several SCCA
race teams and is an avid NASCAR fan  frequenting  dozens of races across the US
yearly.


Compliance With Section 16(a) Of The Exchange Act

      Our common stock is registered under Section 12(g) of the Exchange Act and
in connection therewith, directors, officers, and beneficial owners of more than
10% of our common stock  ("Reporting  Persons") are required to file on a timely
basis  certain  reports  under  Section  16 of  the  Exchange  Act  as to  their
beneficial  ownership of our common stock. We believe that under the SEC's rules
for  reporting of securities  transactions  by Reporting  Persons,  the required
reports have not been filed.  The Company has been  informed  that these reports
are in the process of being filed.


      Code Of Ethics

      On May 10, 2004,  the Board of Directors of the Company  adopted a written
Code of Ethics  designed  to deter  wrongdoing  and  promote  honest and ethical
conduct,  full,  fair and  accurate  disclosure,  compliance  with laws,  prompt
internal reporting and  accountability to adherence to the Code of Ethics.  This
Code of Ethics has been filed with the Securities and Exchange  Commission as an
Exhibit to this Form 10-KSB.


ITEM 10. EXECUTIVE COMPENSATION


Cash Compensation

      There was no cash  compensation  paid to any of our directors or executive
officers during the fiscal years ended December 31, 2004, 2003, and 2002.

Employment Agreements

      Altrimega has an employment  agreement with John Gandy,  starting in 2003,
which  provides for an annual salary of $100,000 with a 5% increase each year to
a maximum of  $125,000,  if the Company had a profit in the  previous  year.  No
amounts  have been paid by the  Company  under this  agreement.  The Company has
accrued  $50,000 for  payments due Mr. Gandy for the first two quarters of 2003.
Mr.  Gandy has agreed to no  additional  compensation  from July 1, 2003 through
September  30, 2004.  The board of directors has decided to reinstate the salary
beginning January 31, 2005 and accrue a salary of $15,000 for the fourth quarter
of 2004.


Bonuses and Deferred Compensation

      None.


Compensation Pursuant To Plans

      None.

                                       14
<PAGE>


Pension Table

      None.


Other Compensation

      None.


Compensation Of Directors

      None.


Termination Of Employment And Change Of Control Arrangement

      We have no compensatory  plans or arrangements,  including  payments to be
received  from us, with respect to any persons  which would in any way result in
payments  to  any  person  because  of his  resignation,  retirement,  or  other
termination of such person's  employment by us, or any change in our control, or
a change in the person's responsibilities following a changing in our control.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Security Ownership Of Certain Beneficial Owners

      The following table sets forth as of March 22, 2005, the name, address and
the number of shares of our common stock held of record or  beneficially by each
person who was known by us to own  beneficially,  more than 5% of our 49,139,950
issued and outstanding shares of common stock. In addition, the table sets forth
the name and shareholdings of each director and of all officers and directors as
a group.


Security Ownership Of Certain Beneficial Owners (Common)

--------------------------------------------------------------------------------
                                                    Amount and
                                                     Nature of
                       Name and Address             Beneficial    Percentage
Title of Class         Beneficial Owner            Ownership(1)   of Class(2)
--------------         ----------------            ------------   -----------

Common                 Rio Investment Group, LLC      6,200,000        13.43%
                       25 Greystone Manor
                       Lewes, Delaware 19958

Common                 Great West, LLC                4,879,750        10.57%
                       2033 Main Street
                       Sarasota, FL  34231


                                       15
<PAGE>


Security Ownership Of Management Of Altrimega (Common)

--------------------------------------------------------------------------------
                                                         Amount and
                                                         Nature of
                 Name and Position                       Beneficial  Percentage
Title of Class   of Officer and/or Director             Ownership(1) of Class(2)
--------------   --------------------------             ------------------------

Common
Common           John W. Gandy, President, C.E.O.
                  and Director                             2,554,750       5.19%
Common           Chicora Beach Holiday**                      14,825       0.02%
Common           Wofford Capital***                           33,737       0.05%
Common           Gandy Associates^                           625,000       1.28%
Common           Gandy Family Investments^^                  750,000       1.54%
Common           Ron Hendrix, C.F.O., Secretary            1,668,250       3.41%
Common           Hendrix & Gandy*                             21,000       0.03%
Common           John Smith III, Director                    348,400       0.72%
                                                          ----------       -----

Common           All Officers and Directors as a
                  Group (3 Persons)                        4,840,962       9.85%
Common           Total Beneficial Ownership                6,015,962      12.24%
                                                          ==========      ======

(1)   Applicable percentage of ownership is based on 49,139,950 shares of common
      stock  outstanding as of March 22, 2005 for each  stockholder.  Beneficial
      ownership is determined in accordance  within the rules of the  Commission
      and  generally  includes  voting  of  investment  power  with  respect  to
      securities.  Shares of common stock subject to securities  exercisable  or
      convertible into shares of common stock that are currently  exercisable or
      convertible within 60 days of March 22, 2005 are deemed to be beneficially
      owned by the person  holding  such  preferred  shares  for the  purpose of
      computing the percentage of ownership of such persons, but are not treated
      as outstanding  for the purpose of computing the  percentage  ownership of
      any other person.
(2)   The percentage  calculation has been rounded to the nearest  one-hundredth
      of a percent.
(3)   Ownership percentage based on officers and directors' percentage ownership
      of entity, as set forth below.
*     Hendrix & Gandy is owned 50% by John W. Gandy and 50% by Ron Hendrix.
**    Chicora Beach Holiday is owned 25% by John W. Gandy.
***   Wofford Capital is owned 16.66% by John W. Gandy.
^     Gandy Associates is owned 50% by John W. Gandy.
^^    Gandy Family Investments is owned 30% by John W. Gandy.

                                       16
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Management And Others

      Except as indicated  below, and for the periods  indicated,  there were no
material transactions, or series of similar transactions, since the beginning of
the  Company's  last fiscal year,  or any currently  proposed  transactions,  or
series of similar  transactions,  to which we were or are a party,  in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by us to own of record or beneficially  more
than 5% of any class of our common stock, or any member of the immediate  family
of any of the foregoing persons, has an interest.

      In 2003,  Altrimega has accounts  payable  totaling  $69,500 to officers -
directors, or their affiliate entitles for services rendered.

      During the first quarter of 2003, the Company issued  3,000,000  shares of
common stock in satisfaction of accounts payable of $79,500 (including  interest
of $39,500).

      Accounts  receivable - related party.  The Company has made a non-interest
bearing,  due on demand  loan to the  minority  interest  holder  of Sea  Garden
Funding LLC, which as of December 31, 2004 totaled $59,160.

      Accounts   payable  -  related   parties.   As  of  December   31,   2004,
officers-directors,   and  their  controlled  entities  have  made  non-interest
bearing, due on demand loans to the Company totaling $276,858.


Indebtedness Of Management

      There were no material  transactions,  or series of similar  transactions,
since  the  beginning  of  our  last  fiscal  year,  or any  currently  proposed
transactions,  or  series  of  similar  transactions,  to which we were or are a
party, in which the amount involved exceeds $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record or
beneficially more than 5% of any class of our common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.


Transactions With Promoters

      There  have no  material  transactions  between  us and our  promoters  or
founders.

                                       17
<PAGE>

                                     PART IV


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)(1) Financial Statements. The audited financial statements for 2004 are
attached to this report.

      (a)(2)  Exhibits.  The  following  exhibits  are  included as part of this
report:

--------------------------------------------------------------------------------
Exhibit
Number   Title of Document                     Location
------   -----------------------------------   ---------------------------------

2.01     SHARE EXCHANGE AGREEMENT among        Incorporated by reference to the
         Altrimega Health Corporation,         Company's report on Form 8-K,
         Creative Holdings, Inc. and the       dated October 2, 2002
         Shareholders of Creative Holdings,
         Inc., dated as of September 2, 2002

4.01     CERTIFICATE OF DESIGNATION AS OF      Incorporated by reference to
         SEPTEMBER 30, 2002                    Exhibit 4.01 to the Company's
                                               Form 10-KSB filed on May 20, 2003

14.1     Code of Ethics                        Provided herewith

31.1     Certification by Chief Executive      Provided herewith
         Officer pursuant to 15 U.S.C.
         Section 7241, as adopted pursuant
         to Section 302 of the
         Sarbanes-Oxley Act of 2002

31.2     Certification by Chief Financial      Provided herewith
         Officer pursuant to 15 U.S.C.
         Section 7241, as adopted pursuant
         to Section 302 of the
         Sarbanes-Oxley Act of 2002

32.1     Certification by Chief Executive      Provided herewith
         Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant
         to Section 906 of the
         Sarbanes-Oxley Act of 2002

99.1     Share Exchange Agreement with Top     Incorporated by reference to
         Gun Sports                            Exhibit 99.1 to the Company's
                                               Form 8-K filed on December 23,
                                               2004

99.2     Amendment to Share Exchange           Provided herewith
         Agreement

99.3     Sea Garden Agreement                  Incorporated by reference to
                                               Exhibit 99.1 to the Company's
                                               Form 10-KSB/a filed on
                                               January 11, 2005

                                       18
<PAGE>

      (b)   Reports on Form 8-K.

      On April 14, 2004,  the Company  filed a Form 8-K  reporting  under Item 4
that the  Company  engaged  L.L.  Bradford & Company,  LLC,  as its  independent
auditors, replacing Seller & Andersen, L.L.C.

      On October 13, 2004,  the Company filed a Form 8-K reporting  under Item 5
that the  Company  signed a Letter of Intent to  acquire  all of the  issued and
outstanding shares of Top Gun Sports & Entertainment, Inc.

      On December 23, 2004, the Company filed a Form 8-K reporting  under Item 5
that the Company signed a definitive Share Exchange  agreement to acquire all of
the issued and outstanding shares of Top Gun Sports & Entertainment, Inc.

      On January 11, 2005,  the Company  filed a Form 8-K  reporting  under Item
1.01 that the Company  signed  releases with all of the holders of the Company's
Series A Preferred  Stock  which  resulted  in the  cancellation  of all of that
series of stock.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      Altrimega  incurred the following  principal  accounting fees for the year
ended December 31, 2004 and December 31, 2003.

      Audit Fees. The aggregate fees billed for professional  services  rendered
was $10,000 each for the audits of the Altrimega's  annual financial  statements
for the fiscal years ended  December  31, 2003 and  December  31, 2004,  and the
reviews of the financial statements included in Altrimega's annual and quarterly
reports for those fiscal years.

      Audit-Related  Fees.  No fees were billed in either of the last two fiscal
years for assurance and related services by the principal accountant.

      Tax Fees.  No fees were billed in either of the last two fiscal  years for
tax compliance, tax advice of tax planning.

      All Other Fees. No other fees were billed during the two fiscal years.


                                       19
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

March 31, 2005             ALTRIMEGA HEALTH CORPORATION


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



March 31, 2005             By:   /s/ Ron Hendrix
                                 --------------------
                                     Ron Hendrix,
                                     Chief Financial Officer, Principal
                                     Financial Officer, Secretary and Director


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 and on the
dates indicated.

         /s/ John Gandy                            March 31, 2005
         ------------------------------------
             John Gandy,
             Chief Executive Officer and Director



         /s/ Ron Hendrix                           March 31, 2005
         ------------------------------------
             Ron Hendrix,
             Chief Financial Officer, Principal
             Financial Officer, Secretary
             and Director

         /s/ John Smith III                        March 31, 2005
         ------------------------------------
             Director


                                       20
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004

     (With Report of Independent Registered Public Accounting Firm Thereon)


                                       F-i
<PAGE>



                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------

Report of Independent Certified Public Accountants                           F-1

Consolidated financial statements                                            F-2

  Consolidated balance sheet                                                 F-2

  Consolidated statements of operations                                      F-3

  Consolidated statement of stockholders' deficit                            F-4

  Consolidated statements of cash flows                                      F-5

  Notes to consolidated financial statements                                 F-5


                                      F-ii
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders
Altrimega Health Corporation and Subsidiary
Myrtle Beach, South Carolina

We have audited the accompanying  consolidated balance sheet of Altrimega Health
Corporation  and Subsidiary as of December 31, 2004, and the related  statements
of  operations,  stockholders'  deficit,  and cash  flows  for the  years  ended
December 31, 2004 and 2003. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Altrimega Health Corporation
and  Subsidiary as of December 31, 2004,  and the results of its  activities and
cash flows for the years ended  December  31, 2004 and 2003 in  conformity  with
accounting principles generally accepted in the United States.



      The accompanying financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,   the  Company  has  suffered  losses  from
operations and current  liabilities  exceed current  assets,  all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these  matters are also  described in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


L.L. Bradford & Company, LLC
March 22, 2005
Las Vegas, Nevada


                                       F-1
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004



                                     ASSETS

Current assets
   Cash                                                        $ 3,292
   Accounts receivable                                           1,839
   Properties held for development or sale                   1,612,448
                                                         -------------
     Total current assets                                    1,617,579

Other assets
   Accounts receivable - related party                          59,160
   Deposits                                                     35,000
                                                         -------------
     Total other assets                                         94,160
                                                         -------------

Total assets                                               $ 1,711,739
                                                        ==============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
   Notes payable                                           $ 1,528,312
   Accounts payable - related parties                          276,858
   Accounts payable                                            159,743
                                                         --------------
     Total current liabilities                               1,964,913
                                                         --------------

Total liabilities                                            1,964,913

Minority interest                                               32,288

Commitments and contingencies                                       --

Stockholders' deficit
   Preferred stock; $0.001 par value; 10,000,000 shares
     authorized, no shares issued and outstanding                   --
   Common stock; $0.001 par value; 50,000,000 shares
     authorized, 49,139,950 shares issued and outstanding       49,140
   Additional paid-in capital                                  382,560
   Accumulated deficit                                        (717,162)
                                                         -------------
     Total stockholders' deficit                              (285,462)
                                                         -------------

Total liabilities and stockholders' deficit                $ 1,711,739

                                                         =============

See Accompanying Notes to Financial Statements.

                                       F-2
<PAGE>


                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                For the year ended December 31,
                                               --------------------------------
                                                    2004               2003
                                               --------------    --------------

Revenue                                        $    1,989,389    $      904,918

Cost of revenue                                     1,697,761           861,757
                                               --------------    --------------

Gross profit                                          291,628            43,161

Operating expenses
   Consulting and professional fees                    15,000            69,500
   General and administrative                         120,531            31,525
                                               --------------    --------------

     Total operating expenses                         135,531           101,025
                                               --------------    --------------

Income (loss) from operations                         156,097           (57,864)

Other income (expense)
   Interest expense                                   (31,919)          (88,038)
   Other income                                           231             6,023
                                               --------------    --------------
     Total other income (expense)                     (31,688)          (82,015)

Loss before minority interest                         124,409          (139,879)

Minority interest                                      42,486            (7,057)
                                               --------------    --------------

Income (loss) before provision for
   income taxes                                        81,923          (132,822)

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

Net income (loss)                              $       81,923    $     (132,822)
                                               ==============    ==============

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

Basic and diluted weighted average
   common shares outstanding                       49,139,950        49,074,197
                                               ==============    ==============

See Accompanying Notes to Financial Statements.

                                       F-3
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                        Preferred Stock              Common Stock        Additional                       Total
                                   ------------------------     -----------------------    Paid-In     Accumulated     Stockholders'
                                     Shares        Amount        Shares       Amount       Capital       Deficit          Deficit
                                   ----------    ----------    ----------   ----------   ----------   ------------    ------------

<S>                                <C>           <C>           <C>          <C>          <C>          <C>             <C>
Balance at December 31, 2002        1,000,000    $    1,000    46,139,950   $   46,140   $  305,060   $   (666,263)   $   (314,063)

Issuance of common stock in
  satisfaction of accounts
  payable (including interest
   of $39,500), $0.03                      --            --     3,000,000        3,000       76,500             --          79,500

Net loss                                   --            --            --           --           --       (132,822)       (132,822)
                                   ----------    ----------    ----------   ----------   ----------   ------------    ------------

Balance at December 31, 2003        1,000,000         1,000    49,139,950       49,140      381,560       (799,085)       (367,385)

Cancellation of preferred stock    (1,000,000)       (1,000)           --           --        1,000             --              --

Net income                                 --            --            --           --           --         81,923          81,923
                                   ----------    ----------    ----------   ----------   ----------   ------------    ------------

Balance at December 31, 2004               --    $       --    49,139,950   $   49,140   $  382,560   $   (717,162)   $   (285,462)
                                   ==========    ==========    ==========   ==========   ==========   ============    ============

</TABLE>

See Accompanying Notes to Financial Statements.

                                       F-4
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                           For the year ended December 31,
                                                          ---------------------------------
                                                                2004               2003
                                                          --------------    --------------
<S>                                                      <C>                <C>

Cash flows from operating activities
     Net income (loss)                                    $       81,923    $     (132,822)
     Adjustments to reconcile net loss to
      net cash used by operating activities:
         Issuance of common stock for services                        --            39,500
         Minority interest                                        42,486            (7,057)
     Changes in operating assets and liabilities
         Properties held for development or sale                (952,933)          696,703
         Prepaid commissions                                       5,600               800
         Accounts receivable - related party                       3,400           (62,560)
         Accounts receivable                                      (1,839)               --
         Accounts payable- related parties                        15,947            10,911
         Accounts payable                                        123,657             3,867
                                                          --------------    --------------
             Net cash provided (used) by operating
               activities                                       (681,759)          549,342

Cash flows from financing activities
     Proceeds from notes payable, net of payments              3,067,703                --
     Payments on notes payable                                (2,384,391)         (594,656)
                                                          --------------    --------------

             Net cash provided (used) by financing
               activities                                        683,312          (594,656)
                                                          --------------    --------------

Net change in cash                                                 1,553           (45,314)

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

Ending cash balance                                       $        3,292    $        1,739
                                                          ==============    ==============

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

     Cash paid for interest                               $       31,919    $       45,717
                                                          ==============    ==============
</TABLE>

See Accompanying Notes to Financial Statements.

                                       F-5
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES

      Description  of  business  -  Altrimega  Health  Corporation  (hereinafter
      referred to as the "Company") was  incorporated on June 23, 1999 under the
      laws of the state of Nevada as Mega Health  Corporation.  On June 23, 1999
      the name of the corporation was changed to Altrimega Health Corporation

      As  of  December  31,  2004,  Altrimega  is  operating  as a  real  estate
      development  company in Myrtle Beach, South Carolina.  Management believes
      that,  through the proposed  acquisition of a Nevada  corporation known as
      Top Gun  Sports &  Entertainment,  Inc.  ("Top  Gun"),  the  Company  will
      re-locate its real estate  development  activities to the Long Island,  NY
      area. To date, the Company has only one real estate development project on
      which  it is  working  located  in North  Myrtle  Beach,  South  Carolina.
      Management   intends  to  finish   developing  this  one  project  through
      completion.  On December 17, 2004,  Altrimega  Health  Corporation,  doing
      business as Creative Holdings & Marketing Corporation, signed a definitive
      Share  Exchange  Agreement  to acquire  all of the  outstanding  shares of
      common stock of Top Gun in exchange for the issuance of 15,750,000  shares
      of  the  Altrimega  Health  Corporation's  common  stock  to  the  current
      shareholders  of Top Gun. The closing of the  transaction  is  conditioned
      upon Altrimega's  shareholders approving a change of the Company's name to
      Top Gun, a  1-for-1,000  reverse  stock  split,  and Top Gun  receiving  a
      minimum of $750,000 through a private placement of convertible debt issued
      by Top Gun. If the share  exchange is completed,  the shares that would be
      issued upon conversion would be shares of the Company.

      History - Altrimega Health  Corporation  (AHC) was incorporated  under the
      state of  Nevada  on  September  8,  1998  with  the  name of Mega  Health
      Corporation with authorized  common stock of 50,000,000  shares with a par
      value of $0.001 and preferred stock of 10,000,000  shares with a par value
      of $0.001. The terms of the preferred  includes  conversion rights, at the
      option of the  stockholder of 300 shares of common stock for each share of
      preferred stock. On June 23, 1999 the name was changed to Altrimega Health
      Corporation.  AHC was organized  for the purpose of marketing  nutritional
      products and during the year 2000 became inactive.

      On August 15,  2002,  AHC  consummated  an agreement to acquire all of the
      outstanding  capital  stock of Creative  Holdings,  Inc.,  in exchange for
      20,000,000  shares of the Company's  common stock and 1,000,000  shares of
      the  Company's  preferred  stock  ("AHC  Transaction").  Prior  to the AHC
      Transaction,  AHC  was  a  non-operating  public  shell  company  with  no
      operations,  nominal assets and  22,020,000  shares of common stock issued
      and outstanding; and Creative Holdings, Inc. was a real estate development
      company.  The AHC Transaction is considered to be a capital transaction in
      substance,   rather  than  a  business  combination.   Inasmuch,  the  AHC
      Transaction  is equivalent to the issuance of stock by Creative  Holdings,
      Inc. for the net monetary assets of a non-operational public shell company
      (AHC), accompanied by a recapitalization.  AHC issued 18,499,700 shares of
      its common  stock for all of the issued and  outstanding  common  stock of
      Creative  Holdings,  Inc.  and  another  1,500,300  shares  will be issued
      subsequent to an increase in the  authorized  common stock  pursuant to an
      amendment to the certificate of incorporation.  The accounting for the AHC
      Transaction  is identical to that  resulting  from a reverse  acquisition,
      except goodwill or other intangible assets will not be recorded.

            During  November  2002,  the  Company  acquired  80% of  Sea  Garden
      Funding, LLC by the assumption of certain liabilities. Sea Garden Funding,
      LLC was organized in the state of South  Carolina on November 13, 2002 for
      the purpose of the development and sale of residential  real estate.  (See
      Note 2)

      Going concern - The accompanying  financial  statements have been prepared
      on a going concern basis, which contemplates the realization of assets and
      the  satisfaction  of  liabilities  in the normal course of business.  The
      Company  is  nearing  the  completion  of  developing  its  first and only
      project,   with  an  accumulated  loss  from  inception  of  approximately
      $717,000.  The Company's current  liabilities exceed its current assets by
      approximately $347,000 as of December 31, 2004.

      These  conditions  give rise to  substantial  doubt  about  the  Company's
      ability to continue as a going concern.  These financial statements do not
      include  adjustments  relating to the recoverability and classification of
      reported  asset amounts or the amount and  classification  of  liabilities
      that might be  necessary  should the  Company be unable to  continue  as a
      going concern. The Company's  continuation as a going concern is dependent
      upon its  ability  to obtain  additional  financing  or sale of its common
      stock as may be required and ultimately to attain profitability.

                                      F-6
<PAGE>

      Management's plan, in this regard, is to complete the development and sale
      real estate in order to provide  additional working capital for its future
      planned activity and to service its debt, which if successful would enable
      the Company to operate for the coming year. Additionally,  as discussed in
      Note 6, the Company plans to complete the  acquisition of Top Gun Sports &
      Entertainment, Inc.


      Principles  of  consolidation  -  The  consolidated  financial  statements
      include the accounts of the Company and its subsidiaries.  All significant
      intercompany balances and transactions have been eliminated.

      Use of estimates - The  preparation of financial  statements in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America requires  management to make estimates and assumptions that affect
      the  reported   amounts  of  assets  and  liabilities  and  disclosure  of
      contingent assets and liabilities at the date of the financial  statements
      and the  reported  amounts of revenue and  expenses  during the  reporting
      period. Actual results could differ from those estimates.

      Advertising and marketing costs - The Company  recognizes  advertising and
      marketing  costs in accordance  with Statement of Position 93-7 "Reporting
      on  Advertising  Costs."  Accordingly,  the Company  expenses the costs of
      producing  advertisements at the time production  occurs, and expenses the
      costs of communication  advertising in the period in which the advertising
      space or  airtime  is used.  Advertising  costs are  charged to expense as
      incurred.  Advertising  expenses was $1,831 and $6,790 for the years ended
      December 31, 2004 and 2003, respectively.


      Fair value of financial  instruments - The carrying  amounts and estimated
      fair values of the Company's financial instruments  approximate their fair
      value due to the short-term nature.

      Earnings  (loss) per share - Basic earnings  (loss) per share excludes any
      dilutive effects of options,  warrants and convertible  securities.  Basic
      earnings (loss) per share is computed using the weighted-average number of
      outstanding common shares during the applicable  period.  Diluted earnings
      per share is  computed  using the  weighted  average  number of common and
      common stock equivalent shares outstanding during the period. Common stock
      equivalent  shares are excluded  from the  computation  if their effect is
      antidilutive.


      Income taxes - The Company  accounts  for its income  taxes in  accordance
      with Statement of Financial  Accounting  Standards No. 109, which requires
      recognition  of  deferred  tax  assets  and  liabilities  for  future  tax
      consequences  attributable to differences  between the financial statement
      carrying  amounts of existing assets and liabilities and their  respective
      tax  bases  and  tax  credit   carryforwards.   Deferred  tax  assets  and
      liabilities  are  measured  using  enacted tax rates  expected to apply to
      taxable  income  in the years in which  those  temporary  differences  are
      expected to be recovered or settled. The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income in the period
      that includes the enactment date.


      As of December 31, 2004,  the Company has  available  net  operating  loss
      carryforwards  that will  expire in various  periods  through  2024.  Such
      losses  may not be fully  deductible  due to the  significant  amounts  of
      non-cash service costs and the change in ownership rules under Section 382
      of the Internal  Revenue  Code.  The Company has  established  a valuation
      allowance for the full tax benefit of the operating loss carryovers due to
      the uncertainty regarding realization.

      Accounting  methods - The Company  recognizes income and expenses based on
      the accrual method of accounting.

      Sales of property - Real estate sales are reported in accordance  with the
      provisions   of  Statement  of  Financial   Accounting   Standard  No.  66
      (Accounting  for  Sales  of  Real  Estate).   Profit  from  the  sales  of
      development  properties,  less 5% business  tax, is recognized by the full
      accrual  method  when the sale is  consummated.  A sale is not  considered
      consummated  until (a) the  parties  are bound by the terms of a contract,
      (b) all consideration has been exchanged,  (c) any permanent  financing of
      which the seller is  responsible  has been  arranged,  (d) all  conditions
      precedent  to closing  have been  performed,  (e) the seller does not have
      substantial  continuing  involvement with the property,  and (f) the usual
      risks and rewards of ownership have been  transferred to the buyer.  Sales
      transactions not meeting all the conditions of the full accrual method are
      accounted for using the deposit  method of  accounting.  Under the deposit
      method, all costs are capitalized as incurred,  and payments received from
      the buyer are recorded as a deposit liability.

      Cost of land sales is generally  determined  as a specific  percentage  of
      land sales revenues recognized for each land development project. The cost
      percentages  used are based on  estimates of  development  costs and sales
      revenues to  completion of each project and are revised  periodically  for
      changes in estimates or  development  plans.  The specific  identification
      method is used to determine cost of sales of certain parcels of land.

                                      F-7
<PAGE>

      Properties - Properties under  development are carried at cost reduced for
      impairment losses, where appropriate. Properties held for sale are carried
      at cost reduced for valuation allowances, where appropriate.  Acquisition,
      development and  construction  costs of properties in development and land
      development projects are capitalized including, where applicable, salaries
      and related costs, real estate taxes, interest and preconstruction  costs.
      The pre-construction development (or an expansion of an existing property)
      includes  efforts  and related  costs to secure  land  control and zoning,
      evaluate  feasibility,   and  complete  other  initial  tasks,  which  are
      essential to development. Provisions are made for potentially unsuccessful
      preconstruction efforts by charges to operations.

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

      The Company's  only active real estate project is the Sea Garden Town Home
      Community in North Myrtle Beach, South Carolina. The Company is developing
      this  project  through its 80%  interest in Sea Garden  Funding,  LLC, the
      owner and developer of the remaining 27 units in a 173 unit, 2 bedrooms, 2
      bath  town  home  community  approximately  3  blocks  from  the  Atlantic
      shoreline.  The  Company  acquired  the project  from Sea  Garden,  LLC on
      November  13,  2002 for the  payment of  $210,000  and the  assumption  of
      $1,071,345  in mortgages on the real  property  held by Horry County State
      Bank. The remaining 20% interest in Sea Garden  Funding,  LLC, is owned by
      an unaffiliated party.

      The  development  consists of buildings  that have either 4 or 5 town home
      units per building.  The community  currently  consists of 146 sold units.
      The Company acts as the developer,  and hires  independent  contractors to
      provide all of the  construction  services.  The Company is now building 4
      and 5 unit town home  buildings  and  marketing  these  town  homes in the
      $125,000 to $145,000 range.  The Company  believes demand for new units is
      strong.  Revenue is  generated  as units are  completed  and  delivered to
      purchasers.  These units are traditional  two-story  townhouse  units, not
      time-share units.

      The Company  completed  construction on twenty new units in the year ended
      December 31,  2004.  All twenty of these units were sold in the year ended
      December 31, 2004.

      Dividend policy - The Company has not adopted a policy  regarding  payment
      of dividends.

      Comprehensive loss - The Company has no components of other  comprehensive
      loss. Accordingly, net loss equals comprehensive loss for all periods.


      Segment  information  -  The  Company  discloses  segment  information  in
      accordance with SFAS No. 131,  Disclosures about Segments of an Enterprise
      and Related  Information,  which uses the Management approach to determine
      reportable segments. The Company operates under one segment.



      Stock-based compensation - The Company applies Accounting Principles Board
      ("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees,  and
      Related  Interpretations",  in  accounting  for  stock  options  issued to
      employees. Under APB No. 25, employee compensation cost is recognized when
      estimated fair value of the underlying  stock on date of the grant exceeds
      exercise price of the stock option.  For stock options and warrants issued
      to  non-employees,  the  Company  applies  SFAS No. 123,  "Accounting  for
      Stock-Based  Compensation".  SFAS  No  123  requires  the  recognition  of
      compensation  cost using a fair value based  method  whereby  compensation
      cost is  measured at the grant date based on the value of the award and is
      recognized over the service  period,  which is usually the vesting period.
      The Company uses the  Black-Scholes  pricing  model to calculate  the fair
      value of options and warrants  issued to  non-employees.  Stock issued for
      compensation  is valued using the market price of the stock on the date of
      the related agreement.


      The Company  granted no options or warrants to employees for  compensation
      for the years ended December 31, 2004 and 2003.

            Net loss per common share - The Company  computes net loss per share
      in  accordance  with  SFAS No.  128,  Earnings  per  Share  and SEC  Staff
      Accounting  Bulletin No. 98. Under the  provisions of SFAS 128 and SAB 98,
      basic net loss per share is computed by dividing the net loss available to
      common  stockholders  for the  period by the  weighted  average  number of
      shares of common stock outstanding  during the period.  The calculation of
      diluted  net loss per share  gives  effect to  common  stock  equivalents,
      however,   potential  common  shares  are  excluded  if  their  effect  is
      antidilutive.  For the years ended  December 31, 2004 and 2003,  no shares
      were excluded from the  computation of diluted  earnings per share because
      their effect would be antidilutive.

                                      F-8
<PAGE>

            Minority  interest - Minority  interest on the consolidated  balance
      sheet includes third-party investments that the Company consolidates,  but
      does not  wholly-own.  The net  pre-tax  results  attributed  to  minority
      interest  holders  in  consolidated  entities  are  included  in  minority
      interest income (expense) in the consolidated statements of operations.

      New  accounting  pronouncements  - Financial  Accounting  Standards  Board
      Interpretation  No. 46,  Consolidation of Variable Interest  Entities,  an
      interpretation  of  Accounting  Research  Bulletin  No.  51,  Consolidated
      Financial Statements,  addresses  consolidation by business enterprises of
      variable  interest  entities.  It is  effective  immediately  for variable
      interest  entities created after January 31, 2003. It applies in the first
      fiscal year or interim period  beginning  after June 15, 2003, to variable
      interest entities acquired before February 1, 2003. The  implementation of
      Interpretation  No. 46 did not have a  material  effect  on the  Company's
      financial statements.

      Financial  Accounting Standards Board Interpretation No. 46, Consolidation
      of Variable Interest  Entities,  an interpretation of Accounting  Research
      Bulletin   No.   51,   Consolidated   Financial   Statements,    addresses
      consolidation by business  enterprises of variable interest  entities.  In
      December 2003, the FASB issued FASB  Interpretation  No. 46R, which served
      to clarify  guidance in FIN No. 46. The FASB deferred the  effective  date
      for applying the  provisions of FIN No. 46 for certain  variable  interest
      entities to periods ending after March 15, 2004. The implementation of FIN
      No. 46, as revised, had no impact on our financial statements.

      In April 2003,  the FASB issued SFAS No. 149,  Amendment  of SFAS No. 133,
      Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149
      amends  SFAS No.  133 for  decisions  made (1) as part of the  Derivatives
      Implementation  Group process that effectively required amendments to SFAS
      No.  133,  (2) in  connection  with  other  Board  projects  dealing  with
      financial  instruments,  and (3) in connection with implementation  issues
      raised in relation to the  application  of the definition of a derivative.
      The  Statement  clarifies  under what  circumstances  a  contract  with an
      initial net investment meets the characteristics of a derivative discussed
      in paragraph 6(b) of SFAS No. 133, clarifies when a derivative  contains a
      financing component,  amends the definition of underlying to conform it to
      language used in FASB  Interpretation No. 45,  Guarantor's  Accounting and
      Disclosure  Requirements for Guarantees,  Including Indirect Guarantees of
      Indebtedness of Others, and amends certain other existing  pronouncements.
      Those  changes  will result in more  consistent  reporting of contracts as
      either derivatives or hybrid instruments.  This statement is effective for
      contracts  entered  into or  modified  after June 30, 2003 and for hedging
      relationships  designated after June 30, 2003. The  implementation of SFAS
      No.  149  did  not  have a  material  effect  on the  Company's  financial
      statements.

      In May  2003,  the  FASB  issued  SFAS No.  150,  Accounting  for  Certain
      Financial Instruments with Characteristics of Both Liabilities and Equity.
      SFAS No.  150  establishes  standards  for how an  issuer  classifies  and
      measures  certain  financial  instruments  with  characteristics  of  both
      liabilities and equity. In addition,  the statement  requires an issuer to
      classify certain instruments with specific characteristics described in it
      as  liabilities.  This  statement is effective for  financial  instruments
      entered into or modified after May 31, 2003, and otherwise is effective at
      the beginning of the first interim period  beginning  after June 15, 2003.
      The  implementation  of SFAS No. 150 did not have a material effect on the
      Company's financial statements.

      In  December  2004,  the FASB issued SFAS 153,  Exchanges  of  Nonmonetary
      Assets,   an  amendment  of  APB  No.  29,   Accounting  for   Nonmonetary
      Transactions.  SFAS 153  requires  exchanges  of  productive  assets to be
      accounted for at fair value,  rather than at carryover  basis,  unless (1)
      neither the asset received nor the asset surrendered has a fair value that
      is determinable  within  reasonable  limits or (2) the  transactions  lack
      commercial  substance.   SFAS  153  is  effective  for  nonmonetary  asset
      exchanges  occurring in fiscal periods  beginning after June 15, 2005. The
      Company does not expect the  adoption of this  standard to have a material
      effect on its financial position, results of operations or cash flows.

      In December 2004, the FASB issued  Statement 123 (revised 2004) which is a
      revision  of  FASB   Statement  No.  123,   Accounting   for   Stock-Based
      Compensation. This Statement supersedes APB Opinion No. 25, Accounting for
      Stock Issued to Employees,  and its related implementation  guidance. This
      Statement  establishes  standards for the accounting for  transactions  in
      which an entity exchanges its equity instruments for goods or services. It
      also  addresses  transactions  in which an entity  incurs  liabilities  in
      exchange  for goods or  services  that are based on the fair  value of the
      entity's  equity  instruments  or that may be settled by the  issuance  of
      those equity  instruments.  This Statement focuses primarily on accounting
      for  transactions  in  which  an  entity  obtains  employee   services  in
      share-based payment transactions.  This Statement requires a public entity
      to measure the cost of employee services received in exchange for an award
      of equity  instruments  based on the  grant-date  fair  value of the award
      (with limited  exceptions).  That cost will be recognized  over the period
      during  which an employee is required to provide  service in exchange  for
      the award--the  requisite service period (usually the vesting period). The
      Company files as a small business issuer and must meet the requirements of
      this Statement for accounting periods after December 15, 2005. The Company
      is evaluating  SFAS 123R and believes it may have a material effect on the
      Company's financial statements.

                                      F-9
<PAGE>

2.    BUSINESS COMBINATIONS AND ACQUISITIONS

      Sea Garden  Funding,  LLC - In November 2003, the Company  acquired 80% of
      Sea Garden Funding,  LLC (a South Carolina Limited  Liability  Company) in
      exchange  for the  assumption  of certain  liabilities.  The Company  will
      account for its 80% ownership  interest in Sea Garden  Funding,  LLC using
      the  purchase  method of  accounting  under APB No.  16.  The  results  of
      operations for the acquired company have been included in the consolidated
      financial  results  of the  Company  from  the  date of  such  transaction
      forward.

      In  accordance  with APB No. 16, all  identifiable  assets were assigned a
      portion of the cost of the acquired company  (purchase price) on the basis
      of their  respective  fair values.  Intangible  assets were identified and
      valued by considering  the Company's  intended use of the acquired  assets
      and  analysis  of  data  concerning   products,   technologies,   markets,
      historical performance,  and underlying assumptions of future performance.
      The economic  environments  in which the Company and the acquired  company
      operate were also considered in the valuation analysis.



3.    NOTES PAYABLE

      As of  December  31,  2004,  the Company  has six notes  payable  totaling
      $1,528,312.  The outstanding balances are secured by real estate,  payable
      in quarterly  installments  of interest only at the rate between 5% and 6%
      and maturities during April through October 2005.


4.    RELATED PARTY TRANSACTIONS

      Accounts  receivable - related party - The Company has made a non-interest
      bearing,  due on demand loan to the minority interest holder of Sea Garden
      Funding LLC, which as of December 31, 2004 totaled $59,160.

      Accounts   payable  -  related   parties  -  As  of  December   31,  2004,
      officers-directors, and their controlled entities, have acquired 12.24% of
      the outstanding stock of the Company, and have made non-interest  bearing,
      due on demand loans to the Company totaling $276,858.

      Executive  employment  agreement - During 2003 the Company entered into an
      employment agreement with an officer,  which provides for an annual salary
      of  $100,000  with a 5%  increase  each  year to a  maximum  of  $125,000,
      provided  the Company  has a profit in the  previous  year.  As of July 1,
      2003, the officer notified the Company that he would forego any additional
      accruals of compensation  until further notice.  this was done to save the
      Company  monies.  In the fourth  quarter of 2004,  the Board of  Directors
      voted to set up a payable of $15,000 for the officer for the quarter, with
      the first of January 2005 the original agreement being reinstated.

5.    STOCKHOLDERS' DEFICIT

      During the first quarter of 2003, the Company issued  3,000,000  shares of
      common stock in  satisfaction  of accounts  payable of $79,500  (including
      interest of $39,500).

      There were no shares issued in 2004.

                                      F-10
<PAGE>

6.    EXCHANGE AGREEMENT

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

      On  March  30,  2005,  the  parties  to  the  Share   Exchange   Agreement
      memorialized an amendment to the agreement, eliminating certain conditions
      of closing to the transaction,  including that the Company sell the assets
      of the Creative Holdings,  Inc.  subsidiary and that Top Gun have obtained
      lease agreements and permits prior to closing.

Between December 21, 2004 and January 5, 2005, the Company entered into releases
with each holder of the Company's 1,000,000 shares of Series A Preferred


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