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

                               AMENDMENT NO. 1 TO

                                   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, 2002 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:               $ -0-.

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 $177,600 based on the bid
price of $0.005 per share at April 11, 2003. As of April 11, 2003, 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
   FORWARD-LOOKING STATEMENTS................................................  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............  6
PART II......................................................................  7
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........  7
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........  8
   ITEM 7.  FINANCIAL STATEMENTS............................................. 13
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE............................. 13
   ITEM 8A. CONTROLS AND PROCEDURES.......................................... 13
   ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...... 14
   ITEM 10. EXECUTIVE COMPENSATION........................................... 15
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...... 15
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 18
PART IV...................................................................... 19
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 19
   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES........................... 19
SIGNATURES................................................................... 20
EXHIBIT 31.1.................................................................  1
EXHIBIT 31.2.................................................................  1
EXHIBIT 32.1.................................................................  1
FINANCIAL STATEMENTS.........................................................F-1


                                       i
<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 credit  losses,
dependence on management  and key personnel,  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

      The Company is a real estate  development  business and strives to locate,
evaluate and proceed to finance and develop multiple  projects located primarily
in the Myrtle Beach,  South Carolina,  area and the Carolinas area of the United
States.  Management  believes  that these areas  provide the  population  growth
necessary  to achieve  profits from new  construction  projects.  The  Company's
business  strategy  includes  a focus  on  interval  ownership,  or  time-share,
properties  that cater to this major  tourism  industry.  As well,  the  Company
intends to develop  projects in the medium price ranges for the area's permanent
service industry population.  Management intends to attempt to seek out low-risk
projects   throughout  the  Carolinas  that  do  not  require  large   financing
commitments.

      The following are projects the Company is either  involved in, has pursued
in the past, or pursuing:

      SEA GARDEN TOWN HOMES

      The  Company's  first 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 59 units in a 175 unit, 2 bedroom,  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,  an
individual, 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 126 sold units.  The
Company acts as the developer,  and hires independent contractors to perform all
of the construction services. The Company is now building 4 and 5 unit town home
buildings and marketing these town homes in the $95,000 to $105,000  range.  The
Company  believes demand for new units is strong.  Revenue is generated as units
are  completed and delivered to the  purchaser.  These units are not  time-share
units, but instead, traditional two-story townhouse units.


                                       1
<PAGE>

      THE  BAREFOOT  RESORT AND GOLF  COMMUNITY  IN NORTH  MYRTLE  BEACH,  SOUTH
      CAROLINA

      The Company entered into a letter of understanding  dated October 17, 2002
to  purchase  undeveloped  land  within the resort  community  that  consists of
approximately  fifteen  neighborhoods  of single  family  homes  and  multi-unit
apartment buildings, constructed and marketed primarily by Centex. The community
is built around four world class golf courses  designed by golf notables,  Davis
Love III,  Pete Dye, Greg Norman and Tom Fazio.  The Company did not  ultimately
purchase this property mainly due to the seller's inability to close.

      On January 20, 2003 and  February 10, 2003,  Altrimega  signed  letters of
intent to enter into joint  ventures  to  purchase  two land  tracts  within the
Barefoot Resort. One tract, adjoining the Dye Course clubhouse has plans for the
Company to own and develop a 50% interest in a 150 unit interval  ownership,  or
time-share, condominium project. The second tract is a 9 acre site adjoining the
marina on the Atlantic  Coastal  Waterway,  where the Company planned to own and
develop a 50% interest in a marina  villa  project to consist of town home style
residences  overlooking  the  marina and  waterway.  The  remaining  50% of each
project was to be held by the original developer of the Barefoot Resort and Golf
Community.  Due to  certain  conditions  that  were not met by the  seller,  the
Company has not gone forward with these  projects to date.  The Company is still
considering these projects, however, management believes that because of certain
building  restrictions and zoning issues that the project has limited  potential
to be developed by the Company.

      15-ACRE TOWN HOME SITE IN CHARLOTTE, NORTH CAROLINA

      Altrimega held an option to purchase 100% of this property,  which expired
on May 15,  2003.  The  Company  is no longer  considering  this  project as the
Company was unable to secure suitable funding.

      A COMMERCIAL SITE IN MYRTLE BEACH, SOUTH CAROLINA

      Altrimega  entered  into a letter of intent  dated  November 15, 2002 with
Office Developers, LLC, to purchase this property, however, and after completing
due diligence,  the Company  determined  that the project was not worth pursuing
further.

      ACQUISITION OF 25% OF THE BILLINGS GROUP, LLC

      Altrimega  entered into a letter of intent dated  September  20, 2002 with
The Billings Group, LLC, to acquire a 25% interest in The Billings Group,  which
is a real estate  brokerage  firm that markets hotel and other  commercial  real
estate on a national basis.  To date,  because of lack of funding  sources,  the
Company has discontinued its relationship with The Billings Group.

      Going forward,  the Company intends to seek out new real estate investment
opportunities.  To date,  the lack of funding for various  projects has kept the
Company's  investments  to  a  minimum.   There  are  a  number  of  prospective
multi-family or interval ownership projects in the Myrtle Beach, South Carolina,
area that the Company has determined would be viable investments.  However,  the
Company has not pursued these based on the Company's financial constraints.  The
Company believes that the Myrtle Beach, South Carolina,  area presents favorable
conditions for such developments because of its status as a tourist destination.

      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.


                                       2
<PAGE>

      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  will be  convertible  into  300  shares  of  common  stock  of
Altrimega.

      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. Under the terms
of the Share  Exchange  Agreement,  Altrimega is  obligated to seek  shareholder
approval to increase  its  authorized  capital  stock to  800,000,000  shares of
common  stock,  which would allow for the  conversion  of the Series A Preferred
Stock.

      COMPETITION

      There are a number of interval  ownership and town home communities in the
greater Myrtle Beach area.  Altrimega's  projects and proposed  projects in this
area are  typically  priced in the  medium to upper  ranges  of  current  market
pricing.  Both areas are now and have in the recent past enjoyed  vibrant growth
of population which management  believes has created demand for new housing.  If
these growth trends  continue,  we believe that there should be adequate  demand
for the Company's units for sale in the Sea Garden  project,  and in relation to
other new  properties  of similar  design and pricing in the markets in which we
plan to participate.

      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 the
lack of a significant  workforce.  The lack of capital causes the Company to not
be able to  participate  in many  projects  that are  identified.  The Company's
President,  John W. Gandy presents our major strength with his significant  ties
to the real estate community and his access to many real estate projects.

      EMPLOYEES

      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. 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 at the present time.

      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.


                                       3
<PAGE>

      ALTRIMEGA  HAS  HISTORICALLY  LOST MONEY AND LOSSES  MAY  CONTINUE  IN THE
      FUTURE

      Since our  inception  we have not been  profitable  and have lost money on
both a cash and  non-cash  basis.  For the  period  from July 3,  2002  (date of
inception)  through  December 31, 2002,  we lost $666,263 and we had no revenues
for fiscal year 2002.  Our  accumulated  deficit  was  $666,263 as at the end of
December 31, 2002.  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

      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 FOR  DECEMBER 31, 2002
      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 period
from July 3, 2002 (date of inception)  through  December 31, 2002,  which states
that the financial  statements raise substantial doubt as to Altrimega'  ability
to continue as a going  concern.  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.

      WE ARE SUBJECT TO A WORKING CAPITAL DEFICIT,  WHICH MEANS THAT OUR CURRENT
      ASSETS ON  DECEMBER  31, 2002 WERE NOT  SUFFICIENT  TO SATISFY OUR CURRENT
      LIABILITIES

      We had a working capital  deficit of $352,204 at December 31, 2002,  which
means that our current  liabilities  as of that date exceeded our current assets
on December 31, 2002 by $352,204. 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, 2002 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.

      OUR  COMMON  STOCK MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
      FLUCTUATE SIGNIFICANTLY

      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.



                                       4
<PAGE>

      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.

      OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT OR IMPOSSIBLE TO EVALUATE
      OUR PERFORMANCE AND MAKE PREDICTIONS ABOUT OUR FUTURE

      Altrimega  has only  acquired  one real  estate  project,  the Sea  Garden
project,  and did not have revenues for fiscal year 2002.  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.

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 October 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 126  sold  units  and 49 units to be
constructed by the developer,  Sea Garden Funding,  LLC. Horry County State Bank
holds a mortgage on this property in the principal  amount of $620,000 as of May
10, 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 4.5%.  Since  January 1, 2004,  three  building pads have been
taken down for the start of construction. It is anticipated that these buildings
will be  completed  in June or early July of this year.  The  estimated  cost to
complete the development of the project is $3,420,000.  The project has adequate
insurance.

      The Company pays $600 per month to lease a townhouse unit for its model on
a non-cancelable lease which expired in April 2004. The owner of the unit agreed
to a three-month  extension of the lease for $2,400. The lease agreement is with
an  unrelated  couple  from North  Carolina,  who intends to occupy the unit for
vacation use when the lease expires. The Company will then have a unit in one of
its other buildings currently under construction for use as a model.


                                       5
<PAGE>

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, 2002.  However,  the  Exchange  Agreement  with
Creative  Holdings,  Inc.  requires  us to obtain,  through a  majority  written
consent  of our  stockholders,  approval  of an  increased  capitalization  to 2
billion shares and name change.


                                       6
<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, 2001      HIGH BID    LOW BID
                        First Quarter                        $14.00     $ 2.00
                        Second Quarter                       $ 5.00     $ 0.52
                        Third Quarter                        $ 2.08     $ 0.46
                        Fourth Quarter                       $ 0.69     $ 0.12

                        PERIOD ENDED DECEMBER 31, 2002      HIGH BID    LOW BID
                        First Quarter                        $0.210     $0.030
                        Second Quarter                       $0.080     $0.020
                        Third Quarter                        $0.080     $0.020
                        Fourth Quarter                       $0.053     $0.020

                        PERIOD ENDED MARCH 31, 2003         HIGH BID    LOW BID
                        First Quarter                         $.025     $0.003

      At April 10, 2003,  our Common Stock was quoted on the OTC Bulletin  Board
at a bid  and  asked  price  of  $0.005  and  $0.008,  respectively.  Since  our
inception,  we have not paid any  dividends on our Common  Stock,  and we do not
anticipate that we will pay dividends in the foreseeable future. At December 31,
2002,  we had  approximately  83  shareholders  of record  based on  information
provided by our transfer agent Interwest Transfer Company, 1981 East 4800 South,
Suite 100, Salt Lake City, Utah 84117; Tel: (801) 272-9294.

      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

      From July 3, 2002 (date of inception) through December 31, 2002, 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 (net of
4,879,750 shares  subsequently  cancelled)  shares of common stock and 1,000,000
shares of series A convertible preferred stock.

      The Company issued 10,500,000 for services of $349,000 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.


                                       7
<PAGE>

      SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

      The following  table sets forth the securities  that have been  authorized
under equity compensation plans as of December 31, 2002.

<TABLE>
<CAPTION>

                                                                                                     NUMBER OF SECURITIES
                                                           NUMBER SECURITIES                         REMAINING AVAILABLE
                                                           TO BE ISSUED UPON     WEIGHTED-AVERAGE    FOR FUTURE ISSUANCE
                                                              EXERCISE OF        EXERCISE PRICE OF       UNDER EQUITY
                                                              OUTSTANDING           OUTSTANDING       COMPENSATION PLANS
                                                           OPTIONS, WARRANTS     OPTIONS, WARRANTS  (EXCLUDING SECURITIES
                                                               AND RIGHTS           AND RIGHTS       REFLECTED IN COLUMN (A))
                                                                  (A)                  (B)                     (C)
                                                           -----------------     -----------------   ------------------------

<S>                                                             <C>                   <C>                      <C>
Equity compensation plans approved by security holders          0                       --                      0

Equity compensation plans not approved by security holders      0                       --                      0

TOTAL                                                           0                       --                      0

</TABLE>

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 period from July
3, 2002 (date of inception) through December 31, 2002,  Altrimega's  accumulated
deficit of  $666,263  and its  working  capital  deficiency  of  $352,204  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,
2002 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.


                                       8
<PAGE>

      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.

      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.


                                       9
<PAGE>

      All intercompany transactions have been eliminated.


      RESTATEMENT OF FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
      2002

      Subsequent  to  the  issuance  of  the  Company's  financial   statements,
management became aware that those financial  statements did not reflect account
balances  properly for the period from July 3, 2002 (date of inception)  through
December 31, 2002.  Properly  accounting of these items in the revised financial
statements has the following effect:

      For the period from July 3, 2002 (date of inception)  through December 31,
2002,  the  change in the  statement  of  operations  primarily  related  to the
accounting  for the share  exchange  agreement  between  Altrimega  and Creative
Holdings,  which was not properly  reported as a  transaction  identical to that
resulting from a reverse acquisition, except goodwill or other intangible assets
are not  recorded.  The net  change  of  $171,756  increased  the net loss  from
$494,507  ($0.01 per  weighted  average  common share  outstanding)  to $666,263
($0.06 per weighted  average common share  outstanding) for the period from July
3, 2002 (date of inception) through December 31, 2002. This amended Form 10-KSB
for fiscal year ended December 31, 2002 reflects this reinstatement.

      RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002

      REVENUES.  There was no revenue  for the period from July 3, 2002 (date of
inception) through December 31, 2002. We anticipate revenues for the fiscal year
ending  2003 to  consist  mainly or  completely  of the sale of units at the Sea
Garden Project.

      COST OF REVENUE. Cost of revenue for the period from July 3, 2002 (date of
inception)  through  December 31,  2002,  was $-0-.  Any costs of revenue  would
relate to construction and other costs of units at the Sea Garden project.

      GROSS  PROFIT.  Gross  profit  for the  period  from July 3, 2002 (date of
inception) through December 31, 2002, was $-0-.

      OPERATING  EXPENSES.  Operating  expenses for the period from July 3, 2002
(date of inception) through December 31, 2002, were $661,384. Operating expenses
in 2002 consisted of $631,756 in consulting and professional fees and $29,268 in
general and  administrative  expenses.  The large amount for consulting  fees in
2002 was  attributable to the use of a variety of consultants to help launch the
Company's new operations in 2002. An analysis of the majority of consulting fees
is as follows:  John Gandy,  for  executive  services  including  serving as the
Chairman of the Company's  Board of Directors and President and Chief  Executive
Officer for the Company - $125,000.  Lone Star Consulting Services for preparing
and  reviewing  accounting  reports  and  review of public  filings -  $125,000.
Capital Research for services including  preparation and distribution of Company
approved press releases and the development of content for corporate  web-sites.
-  $105,000.  Earl  Ingarfield  for  services  including  services  relating  to
locating and evaluating potential new properties for the Company - $210,000.

      OTHER INCOME (EXPENSE). Other income (expense) for the period from July 3,
2002 (date of inception) through December 31, 2002, was a net expense of $8,020.
The  other  expense  is  interest  expense  attributable  to  loans  used in the
construction  of two  buildings  at Sea  Gardens  and the two  mortgages  on the
remaining land at the Sea Garden project.

      NET LOSS. Altrimega had a net loss of $666,263 for the period from July 3,
2002 (date of inception) through December 31, 2002.

      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 incurred
a net loss $666,263 for the period from July 3, 2002 (date of inception) through
December  31, 2002 and has an  accumulated  deficit of $666,263 at December  31,
2002. As of December 31, 2002, we had assets of $1,444,671  and  liabilities  of
$1,761,875,  a difference  of $317,204.  Additionally,  our current  assets were
$1,409,671  and our  current  liabilities  were  $1,761,875,  creating a working
capital deficit of $352,204.  The majority of the assets,  $1,356,218 consist of
building   sites   contained   within  the  Sea  Garden  town  home   community.
Consequently, the majority of our liabilities,  $1,439,656 are mortgage loans on
the Sea Garden assets. Accounts payable to related parties equal to $250,000 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,  no assurances  can be given that Altrimega will be successful in these
activities.  Should any of these events not occur, the accompanying consolidated
financial statements will be materially affected.


                                       10
<PAGE>

      We had limited  operations and no revenues  during the period from July 3,
2002 (date of  inception)  through  December 31, 2002.  Our 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 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 2002, has included  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 accrued  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. There can be
no assurances that Altrimega will be able to raise sufficient additional capital
in the future.

      Cash used by operating  activities  for the period from July 3, 2002 (date
of inception)  through  December 31, 2002, was  $1,394,603.  This item consisted
mainly  of the  acquisition  of  properties  held  for  development  or  sale of
$1,356,218 and the issuance of stock for consulting services of $350,200.

      Cash provided by financing  activities  was $1,441,656 in the period ended
December  31,  2002.  This item was mainly due to  proceeds  from  mortgages  on
properties held for development and sale of $1,439,656.

      We have incurred losses since inception.  Management believes that it will
require  approximately  $150,000 in additional  capital 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.  Altrimega  had
approximately $30,000 in cash and cash equivalents as of May 10, 2004.

      PLAN OF OPERATION

      The Company  derives it revenue from the sale of developed or  undeveloped
real  estate  parcels.  At  present,  the  Company  has one  project  generating
revenues,  Sea Garden Town Homes,  located in North Myrtle Beach, South Carolina
These Town Homes sell in the $95,000 to $105,000  range per Town Home unit.  The
Company  owns  the  building  sites  for an  additional  49  units  and is under
construction on 15 units.

      It is important for the Company to raise capital funds through the sell of
its common  stock in order to  provide  funding  for  additional  projects.  The
projected  revenues and  subsequent net earnings from the Sea Garden project are
not adequate to cover the Company's annual operating costs on an ongoing basis.

      Altrimega intend to strive to locate,  evaluate and proceed to finance and
develop multiple projects located primarily in the Myrtle Beach,  South Carolina
area and the Carolinas area of the United States. Management believes that these
areas  provide the  population  growth  necessary  to achieve  profits  from new
construction  projects.  For the last three years, 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,  the  county  will  have a  permanent
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.

      Altrimega's  business  strategy  includes  a focus on  interval  ownership
properties, also known as time-share properties that cater to this major tourism
industry.  As well, we intend to develop projects in the medium price ranges for
the areas permanent service industry population.


                                       11
<PAGE>

      Management  intends to attempt to seek out low-risk  projects  that do not
require large financing  commitments.  In addition, we will continue to evaluate
projects throughout the Carolinas in high growth areas.

      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 its operations for the next twelve months.

      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 has  committed to continue with no
compensation  through at least the first six months of 2004. The Company's Chief
Financial Officer is receiving no compensation.  The Company anticipates reduced
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 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 must
correct some of its prior filings with the Securities  and Exchange  Commission.
Management  is in the  process  of  correcting  its prior  1934  Securities  Act
filings,  including  this annual  report of the 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.

      For the  next 12  months  we  anticipate  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.
Any new real estate projects will require debt financing.  In summary, we expect
expenses to decline in the coming  fiscal  year due to a decrease in  consulting
fees and no other increases in operating expenses.

      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 plans 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.  Altrimega has no
present  agreements  or  understanding  with  respect  to any such  acquisition.
Altrimega's future capital  requirements will depend on many factors,  including
an increase in Altrimega's real estate projects, and other factors including the
results of future operations.

      CURRENT ACCOUNTING PRONOUNCEMENTS

      NEW ACCOUNTING PRONOUNCEMENTS. In July 2001, the FASB issued SFAS No. 143,
Accounting for Obligations  Associated with the Retirement of Long-Lived Assets.
SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The  adoption of SFAS No. 143 did not have a material  impact on the
Company's financial statements.


                                       12
<PAGE>

      In  August  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets.  SFAS 144  establishes  a single
accounting model for the impairment or disposal of long-lived assets,  including
discontinued  operations.  SFAS 144 superseded Statement of Financial Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of, and APB Opinion  No. 30,  Reporting  the
Results of  Operations  -  Reporting  the  Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions.  The  provisions  of SFAS No. 144 are  effective  in fiscal  years
beginning after December 15, 2001, with early adoption permitted, and in general
are to be applied  prospectively.  The  adoption  of SFAS No. 144 did not have a
material  impact on the  Company's  financial  statements  for the  years  ended
December 31, 2001 and 2002.

      In July 2002,  the FASB issued  Statement  No. 146,  Accounting  for Costs
Associated with Exit or Disposal  Activities.  SFAS No. 146 addresses  financial
accounting and reporting for costs associated with exit or disposal  activities,
such as restructurings,  involuntarily  terminating employees, and consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
year ended December 31, 2002.

ITEM 7.  FINANCIAL STATEMENTS

      The consolidated  financial statements of Altrimega 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,  2002,  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.


                                       13
<PAGE>

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         50     President, C.E.O. and Director   September 2002
Ron Hendrix            59     Secretary and Director           December 2002
John Smith III         42     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 an other minor offenses), nor has been enjoined from engaging
in any business.

      Altrimega's  directors are elected at the annual  meeting of  stockholders
and hold office until their  successors  are elected.  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.

      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.


                                       14
<PAGE>

      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 Altrimega's Form 10-KSB for the fiscal year ended December 31, 2003.

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, 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 until such
time as the Company can show the ability to pay for his services.

      BONUSES AND DEFERRED COMPENSATION

      None.


      COMPENSATION PURSUANT TO PLANS

      None.


      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 May 10, 2004, 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.


                                       15
<PAGE>

<TABLE>
<CAPTION>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (COMMON)

                                                                                      AMOUNT AND NATURE
                                           NAME AND ADDRESS                             OF BENEFICIAL       PERCENTAGE OF
TITLE OF CLASS                             BENEFICIAL OWNER                              OWNERSHIP(1)         CLASS(2)
---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                              <C>                   <C>
Common                                     Rio Investment Group, LLC (4)                  6,200,000             13.43%
                                           25 Greystone Manor
                                           Lewes, Delaware 19958

Common                                     Quickstep, LLC (6)                             4,879,750             10.57%
                                           2033 Main Street
                                           Sarasota, FL 34231
---------------------------------------------------------------------------------------------------------------------------

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (PREFERRED)

                                                                                      AMOUNT AND NATURE
                                            NAME AND ADDRESS                            OF BENEFICIAL       PERCENTAGE OF
TITLE OF CLASS                              BENEFICIAL OWNER                             OWNERSHIP(1)         CLASS(2)
---------------------------------------------------------------------------------------------------------------------------
Preferred                                   Great West, LLC (5)                                  250,647             25.06%
                                            1960 Stickney Point Road
                                            Sarasota, FL 34231

Preferred                                   Quickstep, LLC (6)                                   250,647             25.06%
                                            2033 Main Street
                                            Sarasota, FL 34231
---------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       16
<PAGE>

<TABLE>
<CAPTION>

         SECURITY OWNERSHIP OF MANAGEMENT OF ALTRIMEGA (COMMON)

                                                                                      AMOUNT AND NATURE
                                            NAME AND POSITION                           OF BENEFICIAL       PERCENTAGE OF
TITLE OF CLASS                              OF OFFICER AND/OR DIRECTOR                   OWNERSHIP(1)         CLASS(2)
---------------------------------------------------------------------------------------------------------------------------
COMMON
----------
<S>                                         <C>                                           <C>                    <C>
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%
                                                                                           ---------           -------
PREFERRED
----------
Preferred                                   John W. Gandy, President, C.E.O. and Director     62,730              6.27%
Preferred                                   Chicora Beach Holiday**                            4,355               .43%
Preferred                                   Wofford Capital***                                 1,687               .16%
Preferred                                   Gandy Associates^                                 31,250              3.12%
Preferred                                   Gandy Family Investments^^                        37,500              3.75%
Preferred                                   Ron Hendrix, C.F.O., Secretary                    83,410              8.34%
Preferred                                   Hendrix & Gandy*                                   1,055               .13%
Preferred                                   John Smith, Director                              17,422              1.74%
Preferred                                   All Officers and Directors as a Group
                                            (3 Persons)                                      179,317             19.93%
                                                                                           ---------           -------
Preferred                                   Total Beneficial Ownership                       239,409             23.94%
                                                                                           =========           =======
============================================================================================================================

</TABLE>

(1)   Applicable percentage of ownership is based on 49,139,950 shares of common
      stock  and  1,000,000   shares  of  preferred   stock,   convertible  into
      300,000,000  shares of common  stock,  outstanding  as of May 10, 2004 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 May 10, 2004 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.
(4)   To the Company's  knowledge,  Walter Lynch has investment control over Rio
      Tnvestment Corp, LLC.
(5)   To the Company's  knowledge,  Marcella M. Mica has investment control over
      Great West, LLC.
(6)   To the  Company's  knowledge,  Troy J. Myers has  investment  control over
      Quickstep, LLC.
*     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.



The Shares of Preferred Stock  identified  above are not convertible into shares
at this time because the Company does not have a sufficient amount of authorized
common stock.

                                       17
<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.

      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, 2003 totaled $62,560.

      ACCOUNTS   PAYABLE  -  RELATED   PARTIES.   As  of   December   31,   2002
officers-directors,   and  their  controlled  entities  have  made  non-interest
bearing, due on demand loans to the Company totaling $255,000.  Of these totals,
$125,000  is due to John  Gandy  under  the terms of his  employment  agreement;
$125,000  is owed to Lone  Star  Consulting  under  the  terms  of a  consulting
agreement for financial and  accounting  services,  and the balance is from cash
loans made by John Gandy to the Company.

      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.


                                       18
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (A)(1) FINANCIAL STATEMENTS. The audited financial statements for 2003 are
      attached to this report.

      (A)(2)  EXHIBITS.  The  following  exhibits  are  included as part of this
      report:

<TABLE>
<CAPTION>

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

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

10.1            Employment Agreement                                         Provided herewith

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

</TABLE>

      B) REPORTS ON FORM 8-K.  During the last  quarter of the fiscal year ended
December 31, 2003, the Company did not file any current reports on Form 8-K with
the Commission.  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.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

      Altrimega  incurred the following  principal  accounting fees for the year
ended December 31, 2002.

      AUDIT FEES. The aggregate fees billed for professional  services  rendered
was $10,000 for the audits of the Altrimega's  annual  financial  statements for
the fiscal  year ended  December  31,  2002,  and the  reviews of the  financial
statements  included in Altrimega's annual and quarterly reports for that fiscal
year.

      AUDIT-RELATED  FEES.  No fees  were  billed  in the 2002  fiscal  year for
assurance and related services by the principal accountant.

      TAX FEES. No fees were billed in the 2002 fiscal year for tax  compliance,
tax advice of tax planning.

      ALL OTHER FEES. No other fees were billed during the 2002 fiscal year.


                                       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.

August 6, 2004                          ALTRIMEGA HEALTH CORPORATION

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


August 6, 2004                          By:  /s/ Ron Hendrix
                                             ---------------
                                             Ron Hendrix,
                                             Chief Financial Officer, Principal
                                             Accounting Officer and Director

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed by the  following  persons on behalf of Altrimega  Health
Corporation and in the capacities and on the dates as indicated.

August 6, 2004                          ALTRIMEGA HEALTH CORPORATION

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


August 6, 2004                          By: /s/ Ron Hendrix
                                            ---------------
                                            Ron Hendrix,
                                            Chief Financial Officer, Principal
                                            Accounting Officer and Director


August 6, 2004                          By: /s/ John Smith III
                                            ------------------
                                            John Smith III
                                            Director


                                       20
<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

  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-6


                                      F-i
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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, 2002, and the related consolidated
statements of operations,  stockholders'  deficit, and cash flows for the period
from July 3, 2002 (Date of  Inception)  through  December  31, 2002  (restated).
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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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, 2002,  and the results of its  activities and
cash flows for the period from July 3, 2002 (Date of Inception) through December
31, 2002 (restated) in conformity with accounting  principles generally accepted
in the United States of America.

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.

As more fully  described in Note 5,  subsequent to the issuance of the Company's
December 31, 2002 financial  statements and audited report thereon dated May 20,
2003, the Company became aware that those  financial  statements did not reflect
account  balances  properly.  In the original report,  the auditor  expressed an
unqualified  opinion on the  December  31, 2002  financial  statements,  and our
opinion on the revised statements, as expressed herein, remains unqualified.

L.L. Bradford & Company, LLC
April 12, 2004
Las Vegas, Nevada


                                       21
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2002

                                     ASSETS

                                                                   RESTATED
                                                                 -----------
CURRENT ASSETS

Cash                                                             $    47,053
Inventory - real estate - residential units for sale - at cost     1,356,218
Prepaid expenses                                                       6,400
                                                                 -----------
Total Current Assets                                               1,409,671
DEPOSITS                                                              35,000
                                                                 -----------
                                                                 $ 1,444,671
                                                                 ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Notes payable - secured by residential units for sale            $ 1,439,656
Accounts payable - related parties                                   250,000
Accounts payable                                                      72,219
                                                                 -----------
Total Current Liabilities                                          1,761,875
                                                                 -----------

Commitments ad Contingencies                                              --

MINORITY INTEREST DEFICIENCY                                          (3,141)

STOCKHOLDERS' DEFICIENCY

Preferred stock

  10,000,000 shares authorized at $0.001 par
  value; 1,000,000 outstanding                                         1,000

Common stock

  50,000,000 shares authorized at $0.001 par
  value; 46,139,950 shares issued and outstanding                     46,140

Capital in excess of par value                                       305,060

Deficit accumulated during the development stage                    (666,263)
                                                                 -----------
  Total Stockholders' Deficiency                                    (314,063)
                                                                 -----------
                                                                 $ 1,444,671
                                                                 ===========

   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE PERIOD FROM JULY 3, 2002 (DATE OF INCEPTION )
                              TO DECEMBER 31, 2002

                                                                   RESTATED
                                                                 -----------

Revenue                                                          $        --
                                                                 -----------
Expense

  Consulting and professional fees                                   631,756
  General and administrative                                          29,268
                                                                 -----------
    Total Operating Expenses                                         661,384
                                                                 -----------

Loss from operations                                                (661,384)

Other Income (Expense)
  Interest Expense                                                    (8,020)
                                                                 -----------

Loss before minority interest                                       (669,404)

Minority Interest                                                      3,141
                                                                 -----------
Loss before provision for income taxes                               666,263

Provision for income taxes                                                --

Net Loss                                                         $  (666,263)
                                                                 ===========
Basic and diluted loss per common share                          $     (0.05)
                                                                 ===========
Basic and diluted weighted average
  common shares outstanding                                       12,967,595
                                                                 ===========

   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS
                                     DEFICIT

                                                                                   Additional                      Total
                               Preferred Stock              Common Stock             Paid in      Accumulated   Stockholders
                             Shares       Amount        Shares         Amount        Capital        Deficit        Deficit
                          -----------   -----------   -----------    -----------    -----------    -----------    -----------
<S>                         <C>         <C>                          <C>            <C>            <C>            <C>
Balance at July 3,
  2002, (date of
  inception)                       --   $        --            --    $        --    $        --    $        --    $        --
Issuance of common
  stock to founders for
  cash and founder
  services, $0.001                 --            --    18,499,700         18,500        (15,300)            --          3,200

Issuance of common
  stock for acquisition
  of Altrimega Health
  Corporation, $0.001       1,000,000         1,000    22,020,000         22,020        (23,020)            --             --

Cancellation of shares             --            --    (4,879,750)        (4,880)         4,800             --             --

Issuance of common
  stock for services,
  weighted average
  price of $0.03                   --            --    10,500,000         10,500        338,500             --        349,000

Net loss                           --            --            --             --             --       (666,263)      (666,263)
                          -----------   -----------   -----------    -----------    -----------    -----------    -----------

Balance at December 31,
  2002 (RESTATED)           1,000,000   $     1,000    46,139,950    $    46,140    $   305,060    $  (666,263)   $  (314,063)
                          ===========   ===========   ===========    ===========    ===========    ===========    ===========

                              The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-4
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                Period from
                                                                July 3, 2002
                                                                  (Date of
                                                                 Inception)
                                                                   Through
                                                                 December 31,
                                                                     2002
                                                                  (Restated)
                                                                 -----------
Cash flows from operating activities
  Net loss                                                       $  (666,263)
  Adjustments to reconcile net loss to net
   cash provided (used) by operating activities:
    Issuance of common stock for services                            350,200
    Minority interest                                                 (3,141)
  Changes in operating assets and liabilities
    Properties held for development or sales                      (1,356,218)
    Advance deposits                                                 (35,000)
    Prepaid commissions                                               (6,400)
    Accounts payable - related parties                               250,000
    Accounts payable                                                  72,219
                                                                 -----------

      Net cash provided (used) by operating activities            (1,394,603)

Cash flows from financing activities
  Proceeds from issuance of common stock for cash from founders        2,000
    Proceeds from notes payable                                    1,439,656
                                                                 -----------

      Net cash provided (used) by financing activities             1,441,656
                                                                 -----------

Net change in cash                                                    47,053

Beginning cash balance                                                    --
                                                                 -----------
Ending cash balance                                              $    47,053
                                                                 ===========
Supplemental disclosures of cash flow information:
  Cash paid for income taxes                                     $        --
                                                                 ===========
  Cash paid for interest                                         $        --
                                                                 ===========

   The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 July 3, 2002 under the laws of the state
of South  Carolina.  The business  purpose of the Company is the development and
sale of residential real estate by the acquisition of a real estate  development
company.

History - Altrimega Health Corporation (AHC) was incorporated under the state of
Nevada  on  September  8,  1998  with  the  name  of Mega  International  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.  A recipient of approximately  5,000,000 shares of
the common stock returned 4,879,750 shares to the Company,  which were cancelled
accordingly.

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
incurred a net loss of  approximately  $666,263 for the year ended  December 31,
2002, with an accumulated  loss from inception of  approximately  $494,507.  The
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$352,204 as of December 31, 2002.


                                      F-6
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION  OF  BUSINESS,  HISTORY,  AND  SUMMARY OF  SIGNIFICANT  POLICIES
(CONTINUED)

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.

Management's  plan, in this regard,  is to develop and sale real estate in order
to provide  additional  working  capital for its future planned  activity and to
service its debt, which will enable the Company to operate for the coming year.

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  $-0-  for the  period  from  July 3,  2002  (Date of
Inception) through December 31, 2002.

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.


                                      F-7
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY, AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)

As of December 31 2002, the Company has available net operating loss  carryovers
of approximately $350,000 that will expire in various periods through 2023. Such
losses may not be fully  deductible due to the  significant  amounts of non-cash
service costs.  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 - 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.

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.


                                      F-8
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION  OF  BUSINESS,  HISTORY,  AND  SUMMARY OF  SIGNIFICANT  POLICIES
(CONTINUED)

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,  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.

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 period from July 3, 2002  (Inception)  through
December 31,  2003,  no shares were  excluded  from the  computation  of diluted
earnings per share because their effect would be antidilutive.

New  accounting  pronouncements  - In July 2001,  the FASB  issued SFAS No. 143,
Accounting for Obligations  Associated with the Retirement of Long-Lived Assets.
SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The  adoption of SFAS No. 143 did not have a material  impact on the
Company's financial statements.


                                      F-9
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION  OF  BUSINESS,  HISTORY,  AND  SUMMARY OF  SIGNIFICANT  POLICIES
(CONTINUED)

New accounting pronouncements (continued) - In August 2001, the FASB issued SFAS
No. 144,  Accounting for the Impairment or Disposal of Long-Lived  Assets.  SFAS
144  establishes  a single  accounting  model for the  impairment or disposal of
long-lived  assets,  including  discontinued  operations.  SFAS  144  superseded
Statement  of  Financial  Accounting  Standards  No.  121,  Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
APB Opinion No. 30,  Reporting the Results of Operations - Reporting the Effects
of  Disposal  of a  Segment  of  a  Business,  and  Extraordinary,  Unusual  and
Infrequently  Occurring Events and Transactions.  The provisions of SFAS No. 144
are  effective in fiscal years  beginning  after  December 15, 2001,  with early
adoption permitted, and in general are to be applied prospectively. The adoption
of SFAS No.  144 did not  have a  material  impact  on the  Company's  financial
statements for the years ended December 31, 2003 and 2002.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities.  SFAS No. 146 addresses financial  accounting
and reporting for costs  associated  with exit or disposal  activities,  such as
restructurings,   involuntarily   terminating   employees,   and   consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
years ended December 31, 2003 and 2002.

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  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 is not
expected to have a material effect on the Company's financial statements.


                                      F-10
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. BUSINESS COMBINATIONS AND ACQUISITIONS

Sea Garden  Funding,  LLC - In November  2001,  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.  The Company  acquired  the project from Sea
Garden,  LLC on October 21, 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, Tom Roe, an individual, of Myrtle Beach, South Carolina. The
acquisition was made by exercising an option that Creative Holdings,  Inc., held
on the  parcel.  The  option  was not  valued as no  consideration  was given by
Creative Holdings to hold the option.  The real property held by Sea Garden, LLC
was acquired prior to Creative's acquisition of Sea Garden Funding, LLC.

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, 2002, the Company has two notes payable totaling $745,000 and
$694,656.  The  outstanding  balances  are  secured by real  estate,  payable in
quarterly  installments  of interest  only at the prime  lending  rate plus 0.5%
(4.5% as of December 31,  2003),  and maturity  during March and February  2004,
respectively.

4. RELATED PARTY TRANSACTIONS

Accounts   payable   -   related   parties   -  As   of   December   31,   2003,
officers-directors,  and their  controlled  entities,  have  acquired 36% of the
outstanding  stock of the Company,  after the conversion of the preferred shares
to common shares, and have made non-interest bearing, due on demand loans to the
Company totaling $250,000.



                                      F-11
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.  STOCKHOLDERS' DEFICIT

During 2002, the Company issued  10,500,000 shares of common stock at a weighted
average fair value of approximately $0.03 per share for services.

During 2002, the Company issued  18,499,700 shares of the Company's common stock
in consideration of the AHC Transaction,  as discussed in Note 1. A recipient of
approximately  5,000,000 shares of the common stock returned 4,879,750 shares to
the Company which were cancelled accordingly.

6.  RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the  Company's  financial  statements,  management
became aware that those financial  statements did not reflect  account  balances
properly for the period from July 3, 2002 (date of inception)  through  December
31, 2002. Properly accounting of these items in the revised financial statements
has the following effect:

<TABLE>
<CAPTION>

                                                           PERIOD FROM
                                         PERIOD FROM       JULY 3, 2002
                                        JULY 3, 2002         (DATE OF
                                         (DATE OF           INCEPTION)
                                         INCEPTION)          THROUGH
                                          THROUGH           DECEMBER 31,        RESTATED
                                         DECEMBER 31,          2002             INCREASE
                                            2002            (RESTATED)         (DECREASE)
                                        ------------       ------------       ------------
<S>                                     <C>                <C>                <C>
Revenue                                 $         --       $         --       $         --
Operating expenses                           497,648            661,384            163,736
                                        ------------       ------------       ------------
Loss from operations                        (497,648)          (661,384)          (163,736)
Other expense                                     --              8,020              8,020
                                        ------------       ------------       ------------

Loss before minority interest               (497,648)          (669,404)          (171,756)
Minority interest                              3,141              3,141                 --
                                        ------------       ------------       ------------

Loss before provision for income taxes      (494,507)          (666,263)          (171,756)
Provision for income taxes                        --                 --                 --
                                        ------------       ------------       ------------

Net loss                                    (494,507)          (666,263)          (171,756)
                                        ============       ============       ============
Basic and diluted loss per common share $      (0.01)      $      (0.06)        $    (0.05)
                                        ============       ============       ============
Basic and diluted weighted
 average common shares outstanding        41,807,000          11,497,57        (30,309,421)
                                        ============       ============       ============

</TABLE>

For the period from July 3, 2002 (date of inception)  through December 31, 2002,
the change in the statement of operations  primarily  related to the  accounting
for the AHC  Transaction,  which  was not  properly  reported  as a  transaction
identical to that resulting from a reverse acquisition, except goodwill or other
intangible assets are not recorded. The net change of $171,756 increased the net
loss from $494,507  ($0.01 per weighted  average  common share  outstanding)  to
$666,263 ($0.06 per weighted  average common share  outstanding)  for the period
from July 3, 2002 (date of inception) through December 31, 2002.


                                      F-12
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  COMMITMENTS AND CONTINGENCIES

Leased  facility - The Company pays $600 per month to lease a townhouse unit for
its model on a  non-cancelable  lease which expired in April 2004.  The owner of
the unit agreed to a  three-month  extension of the lease for $2,400.  The lease
agreement is with an unrelated couple from North Carolina, who intends to occupy
the unit for vacation use when the lease  expires.  The Company will then have a
unit in one of its other  buildings  currently under  construction  for use as a
model.

8.  SUBSEQUENT EVENTS

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).

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.


                                      F-13