FORM 10KSB FOR DECEMBER 31, 2002

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

                                   FORM 10-KSB

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 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...............5
PART II........................................................................6
  Item 5.  Market For Common Equity And Related Stockholder Matters............6
  Item 6.  Management's Discussion And Analysis Or Plan Of Operation...........6
  Item 7.  Financial Statements................................................8
  Item 8.  Changes In And Disagreements With Accountants On Accounting
  And Financial Disclosure.....................................................9
PART III.......................................................................9
  Item 9.  Directors And Executive Officers, Promoters, And Control
  Persons; ....................................................................9
  Compliance With Section 16(A) Of The Exchange Act............................9
  Item 10.  Executive Compensation............................................10
  Item 11.  Security Ownership Of Certain Beneficial Owners And
  Management..................................................................10
  Item 12.  Certain Relationships And Related Transactions....................12
PART IV.......................................................................14
  Item 13.  Exhibits And Reports On Form 8-K..................................14
  Item 14.  Controls And Procedures...........................................14
  Item 15.  Principal Accounting Fees and Services............................15
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.............................A-1
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302................................B-1
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302................................C-1
EXHIBIT 4.01........................................................EXHIBIT 4.01





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                                     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

      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.

      Our initial plan of operation  focused on marketing  natural medicines and
nutritional  supplements.  Our management had prior  experience and  established
relationships  with  suppliers of various  nutrients  and we had  established  a
relationship  with a  "contract"  manufacturer  to produce  those  products.  We
attempted to establish a distribution  network with various marketing firms with
experience  in  marketing  nutritional  supplements,  however,  these  marketing
efforts proved unsuccessful.

      We began seeking potential business  acquisition or opportunities to enter
in an effort to continue  business  operations.  In July 2001, we entered into a
Plan and Agreement of Merger to acquire all of the issued and outstanding shares
of   YellowOnline.com,   a  California   corporation  ("YOL").  The  transaction
contemplated  that upon closing,  both the common and preferred  shareholders of
YOL would together own no less than eighty four percent (84%) of our then issued
and outstanding shares. This transaction was not completed and was terminated on
November 1, 2001.

      On November 9, 2001,  our former  president and  controlling  shareholder,
Howard  Abrams sold  13,200,000  shares of our common  stock owned by him to Rio
Investment  Group,  LLC, a Delaware limited  liability  company.  The 13,200,000
shares represented  approximately 59.9% of our issued and outstanding shares. In
connection with the transaction,  Abrams resigned as an officer and director and
Ashley Choate, of Ft. Worth, Texas, was appointed to replace him.

      PROPOSED ACQUISITION OF ADVANCED WIRELESS MESSAGING, INC.

      On December 11, 2001, we entered into an Exchange  Agreement with Advanced
Messaging Wireless, Inc., of Amarillo,  Texas ("Advanced").  Advanced is a Texas
corporation  and formed in April 2001 as a  marketing  organization  that offers
wireless and  communications  products to consumers  through its retail outlets.
Advanced had entered into a licensing  agreement with Nextel  Communications  to
resell their services in the Southwestern United States.  Advanced desired to be
a customer  focused  communications  and  information  technology  company  that



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provides  a  full  array  of  voice,   video  and  data   services  as  well  as
communications and technology-related products.

      On July  15,  2002,  Altrimega  terminated  the  Exchange  Agreement  with
Advanced  due to  Advanced's  failure to satisfy  certain  conditions  under the
Exchange Agreement.

      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 Acquisition Co., which would be the surviving  corporation and continue its
corporate  existence  under the laws of the  State of  Nevada as a  wholly-owned
subsidiary of Altrimega.

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

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

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

      The merger 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.

      Further,  Altrimega is obligated to seek shareholder  approval to increase
its authorized capital stock to 800,000,000 shares of common stock.

      Creative Holdings is a real estate holding company. Creative Holdings held
options on a number of real estate projects located in the greater Myrtle Beach,
S.C. area and in  Charlotte,  N.C. The following  sets forth  projects  Creative
Holdings is either involved in or pursuing:

      (1)   The Barefoot Resort and Golf Community in N. Myrtle Beach, S.C.

      Creative Holdings 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.  Creative  Holdings  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
Creative  Holdings  to own and  develop a 50%  interest  in a 150 unit  interval
ownership  condominium  project. The second tract is a 9 acre site adjoining the
marina on the Atlantic Coastal Waterway,  where Creative Holdings 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,  Creative
Holdings has not gone forward with these projects to date.  Creative Holdings is
still  considering  these  projects,  assuming  all  of  the  conditions  can be
satisfied.

      (2)   Sea Garden town home community in N. Myrtle Beach, S.C.


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<PAGE>


      Altrimega  has  exercised  Creative  Holdings'  option and acquired an 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.  Sea Garden  Funding  purchased  the real
property  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 development  consists of buildings that have either
4 or 5 units per building.  The  remaining  20% interest in Sea Garden  Funding,
LLC, is owned by an unaffiliated  party. The community currently consists of 116
sold units.

      (3)   A 15-acre site in Charlotte,  N.C with development  plans for a town
home community consisting of 122 three bedroom units.

      Altrimega held an option to purchase 100% of this property,  which expired
on May 15,  2003.  Altrimega  is still  considering  this  project  even  though
Altrimega's option rights have expired.

      (4)   A prime commercial site in Myrtle Beach, S.C. with development plans
to build a multi-story office building.

      Altrimega has entered into a letter of intent dated November 15, 2002 with
Office  Developers,  LLC, to purchase this property and is currently  performing
due diligence on this  project.  Upon final  contract,  the Company will release
pro-forma information on the site.

      (5)   Acquisition of 25% of the Billings Group, LLC

      Altrimega  has 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.

      COMPETITION

      There are a number of interval  ownership and town home communities in the
greater  Myrtle  Beach,  S.C. and greater  Charlotte,  N.C.  areas.  Altrimega's
projects and proposed projects in these areas 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, 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.

      EMPLOYEES

      As of the date hereof, we have only one employee,  our President and Chief
Executive Officer, John W. Gandy. Altrimega has an employment agreement with Mr.
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 Altrimega had a profit in the
previous year.

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.

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 year ended  December 31, 2002, we lost
$494,507 and we had no revenues for fiscal year 2002.  Our  accumulated  deficit
was  $494,507 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.


                                       3
<PAGE>


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 FROM 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 year
ended  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.

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


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      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 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 N. Myrtle  Beach,  S.C. Sea Garden
consists of 116 sold units and 59 units to be constructed by the developer,  Sea
Garden Funding, LLC. Horry County State Bank holds a mortgage on this Property.

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 800
million shares and name change.









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                                     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, 2002            HIGH BID         LOW BID
--------------------------------------------------------------------------------
First Quarter                                    $       0.44      $     0.03
Second Quarter                                   $       0.10      $     0.03
Third Quarter                                    $       0.08      $     0.02
Fourth Quarter                                   $       0.05      $     0.02

      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.

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.


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

                                               (A)         (B)          (C)
-------------------------------------    ------------  ----------  -------------

Equity compensation plans approved by              0          --            0
security holders

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

TOTAL                                              0          --            0


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

PLAN OF OPERATION

      Altrimega has entered the real estate development business with its merger
with Creative  Holdings,  Inc. of Myrtle Beach,  S.C.  Altrimega  will strive to
locate,  evaluate and proceed to finance and develop  multiple  projects located
primarily in the Myrtle Beach,  S.C.  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 by next year.  The principal
industries  of the area are  tourism  related.  Myrtle  Beach  is  considered  a


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<PAGE>


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  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.

      Management will attempt to seek out low-risk  projects that do not require
large financing  commitments.  In addition, we have gone out of Horry County for
one proposed project to Charlotte,  N.C. and will continue to evaluate  projects
throughout the Carolinas in high growth areas.

RESULTS OF OPERATIONS

      We are a development stage company and have had limited  operations during
the fiscal year ended  December  31, 2002.  Since our  inception  (September  8,
1998),  we have  generated  net  losses  of  $494,507  and we have  had  limited
operating  capital.  As a result,  the  report of our  auditor  contains a going
concern qualification,  which states that Altrimega will need additional capital
for  its  future  planned  activities  and to  service  its  debt  which  raises
substantial  concern  about our  ability to  continue  as a going  concern.  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 will 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 will enable us to generate  sufficient
funds to continue its operations for the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2001, we had assets of $1,444,671  and  liabilities  of
$1,761,875, a difference of $(317,204).  Additionally,  our current assets equal
$1,409,671  and our current  liabilities  equal  $1,761,875,  creating a working
capital  deficit of  $352,204.  We also had a net loss of $494,507  for the year
ended  December 31, 2002 and had $47,053 in cash and an  accumulated  deficit of
$494,507 on December 31, 2002. For the next 12 months we anticipate that we will
need  $300,000  to  continue  to fund basic  operations,  in addition to funding
necessary to acquire an develop real estate projects.

      We had  limited  operations  and no income  during the  fiscal  year ended
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 2002 did these short term loans exceed $60,000.

      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  Creative  Holdings'  planned  projects.  We  will be
required  to pledge  equity in the  Company to induce  individuals,  officers or
directors or other shareholders to guarantee our loans when necessary.

      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.  Management
recognizes  that  Altrimega must generate  additional  resources to enable it to
continue  operations.  Management  is  planning  to  obtain  additional  capital
principally  through the sale of equity and debt securities.  The realization of
assets and  satisfaction  of  liabilities  in the normal  course of  business is


                                       7
<PAGE>


dependent  upon  Altrimega  obtaining  additional  equity  or debt  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.

      Altrimega is at present meeting its current  obligations  from its monthly
cash flows from investor capital and loans from related parties. However, due to
insufficient  cash  generated  from  operations,  Altrimega  currently  does not
internally  generated  cash  sufficient to pay all of its incurred  expenses and
other liabilities.  As a result,  Altrimega is dependent on investor capital and
loans to meet its expenses and obligations.  Although investor funds and 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.

      Cash from operating activities was $47,053 for the year ended December 31,
2002. The cash from  operations was mainly from an increase in accounts  payable
of $1,439,656 and notes payable of $210,000.  There was no cash used or obtained
from investing or financing activities during fiscal year 2002.

      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.

ITEM 7.  FINANCIAL STATEMENTS

      Our financial statements are included following the signature page to this
form 10-KSB.



                                       8
<PAGE>



SELLERS & ANDERSEN L.L.C.                        941 East 3300 South, Suite 202
Certified Public Accountants and                 Salt Lake City, Utah 84106
Business Consultants                             Telephone:..801-486-0096
Member SEC Practice Section of the AICPA         Fax:  ......801-486-0098





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Altrimega Health Corporation
Myrtle Beach, S.C.

      We have  audited  the  accompanying  balance  sheet  of  Altrimega  Health
Corporation and  Subsidiaries  (development  stage company) at December 31, 2002
and the  statements  of  operations  and cash flows for the period  July 3, 2002
(date of inception of the  subsidiary) to December 31, 2002 and the statement of
stockholders'  equity for the period September 8, 1998 (date of inception of the
parent) to December 31, 2002. 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 audits.

      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 balance
sheet is free of material misstatement.  An audit includes examining,  on a test
basis,  evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by management as well as  evaluating  the overall  balance sheet
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  Subsidiaries  at December 31, 2002, and the  statements of operations,  and
cash flows for the period July 3, 2002 (date of inception of the  subsidiary) to
December  31,  2002 and the  statement  of  stockholders'  equity for the period
September 8, 1998 (date of  inception  of the parent) to December  31, 2002,  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.  The Company  will need  additional
working capital for its future planned  activity and to service its debt,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described  in Note 6. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Salt Lake City, Utah                       /S/ SELLERS & ANDERSEN, L.L.C.
April 15, 2003



                                      F-1
<PAGE>

<TABLE>
<CAPTION>
                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                           (DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2002

                                ASSETS

<S>                                                                     <C>
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' EQUITY

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
                                                                        ------------
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                                               133,304

Deficit accumulated during the development stage                           (494,507)
                                                                        ------------
  Total Stockholders' Deficiency                                           (314,063)
                                                                        ------------
                                                                        $  1,444,671
</TABLE>


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


                                      F-2
<PAGE>


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

REVENUES                                                         $       --
                                                                 ----------
EXPENSES

  Consultants                                                       460,000
  Administrative                                                     37,648

NET LOSS - before minority interest                               (497,648)

LESS MINORITY INTEREST                                                3,141
                                                                 ----------

NET LOSS                                                          (494,507)
                                                                 ==========
NET LOSS PER COMMON SHARE
  Basic                                                          $    (.01)
                                                                 ----------
  Diluted                                                        $       --
                                                                 ----------
AVERAGE OUTSTANDING SHARES (stated in 1,000's)
  Basic                                                              41,807
                                                                 ----------
  Diluted                                                           341,807
                                                                 ----------

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



                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                                         (DEVELOPMENT STAGE COMPANY)
                                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                            PERIOD SEPTEMBER 8, 1998 (DATE OF INCEPTION OF PARENT)
                                             TO DECEMBER 31, 2002


                                 PREFERRED STOCK       COMMON STOCK           CAPITAL IN
                              --------------------  ---------------------      EXCESS OF       ACCUMULATED
                                SHARES     AMOUNT     SHARES      AMOUNT       PAR VALUE         DEFICIT
                              ---------- ---------  ----------- ---------- ---------------- -----------------

<S>                            <C>        <C>       <C>          <C>         <C>               <C>
Balance September 8,
 1998 (date of inception)             -                   -      $      -    $         -        $         -

Issuance of common stock
 for cash at $.00025 -
 September 8, 1998                                  18,000,000     18,000       (13,500)                  -

Net operating loss for
 the period September
 8, 1998 to December 31, 1998                                -          -              -                  -

Issuance of common stock
 for cash at $.02 -
 October 15, 1999                                    1,000,000      1,000         19,000                  -

Issuance of common stock
 for cash at $.022 -
 November 1, 1999                                    1,000,000      1,000         21,000                  -

Net operating loss for
 the year ended
 December 31, 1999                                           -          -              -           (39,583)

Issuance of common stock
 for cash at $.025 -
 January through April 2000                          2,020,000      2,020         48,480                  -

Net operating loss for
 the year ended December
 31, 2000                                                    -          -              -           (62,218)

Contributions to capital
 - expenses                                                  -          -          4,492                  -

Contributions to capital
 -  forgiveness of debt                                      -          -         37,663                  -

Net operating loss for
 the year ended
 December 31, 2001                                           -          -              -           (37,354)

Contribution to capital
 - expenses                                                  -          -         27,330                  -

Issuance of stock for
 acquisition of all stock
 of Creative Holdings, Inc.   1,000,000     1,000   13,619,950     13,620      (210,661)            139,155

Issuance of common stock
 for services at $.02 -
 Sept & Oct 2002                                     7,500,000      7,500        142,500                  -

Issuance of common stock
 for services at $.02                                3,000,000      3,000         57,000                  -

Net operating loss for
 the period July 3,
 2002 to December 31, 2002
                              ---------- ---------  ----------- ---------- ---------------- -----------------
Balance December 31, 2002      1,000,000    1,000   46,139,950  $  46,140   $    133,304     $    (494,507)
                              ========== =========  =========== ========== ================ =================

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

                                                   F-4
<PAGE>

<TABLE>
<CAPTION>
                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                           (DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
          FOR THE PERIOD JULY 3, 2002 (DATE OF INCEPTION OF SUBSIDIARY)
                              TO DECEMBER 31, 2002

<S>                                                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss
   Adjustments to reconcile net loss to net cash
   provided by operating activities                                   $    (494,507)
    Changes in
     Inventory                                                           (1,356,218)
     Advance deposits                                                       (35,000)
     Prepaid commissions                                                     (6,400)
     Accounts payable                                                        292,663
     Short term notes payable                                              1,439,656
    Issuance of common stock for expenses                                    210,000
    Minority interest                                                        (3,141)
                                                                      --------------

     Net Cash from Operations                                                 47,053
                                                                      --------------

CASH FLOWS FROM INVESTING ACTIVITIES                                               -
                                                                      --------------
CASH FLOWS FROM FINANCING ACTIVITIES                                               -
                                                                      --------------
  Net Increase (decrease) in Cash                                             47,053

  Cash at Beginning of Period                                                      -
                                                                      --------------
  Cash at End of Period                                                  $    47,053
                                                                      ==============
NON CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES
  Issuance of 10,500,000 common shares for expenses - 2002                   210,000
                                                                      --------------
  Contributions to capital - Forgiveness of debt - related Party         $    37,663
                                                                      --------------
</TABLE>


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


                                      F-5
<PAGE>


                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

1.  ORGANIZATION

The Company was incorporated  under the laws of 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  stockholder,  of 300 shares of
common stock for each share of preferred.  On June 23, 1999 the name was changed
to Altrimega Health Corporation.

The Company was organized for the purpose of marketing  nutritional products and
during the year 2000 became  inactive.  During November 2002 the Company changed
its purpose to the  development  and sale of real estate by the acquisition of a
residential real estate development company.

The Company is in the development stage.

On March 5, 2001 the Company  completed a forward stock split of four shares for
each outstanding  share. This report has been prepared showing after stock split
shares from inception.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING METHODS

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

DIVIDEND POLICY

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

INCOME TAXES

On  December  31,  2002 the Company had a net  operating  loss  carryforward  of
$678,136.  The tax benefit of approximately $203,441 from the loss carry forward
has been fully offset by a valuation  reserve  because the use of the future tax
benefit is  doubtful,  since the Company has not been able to project a reliable
net operating profit. The loss carryover will expire in 2022.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of share  actually  outstanding.  Diluted net income  (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common equivalent shares  outstanding as if the share had been issued on the
exercise of the preferred share rights unless the exercise becomes anti-dilutive
and then only the basic per share amounts are shown in the report.



                                      F-6
<PAGE>


                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARES
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

FINANCIAL AND CONCENTRATION RISK

The Company does not have any concentration or related financial credit risk.

REVENUE RECOGNITION

Revenue  is  recognized  on the sale and  transfer  of title to the  residential
units.

STATEMENT OF CASH FLOWS

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid  investments  with a maturity of three months or less to the cash
equivalents.

ADVERTISING AND MARKET DEVELOPMENT

The Company expenses advertising and market development costs as incurred.

PRINCIPALS OF CONSOLIDATION

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

All intercompany transactions have been eliminated.

ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.



                                      F-7
<PAGE>


                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARES
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The adoption of this standard had no impact on the total stockholder's equity.

OTHER RECENT ACCOUNTING PRONOUNCEMENTS

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements to have any material impact on its financial statements.

3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

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 share (note 1), and have accounts payable due them of $150,000.

The Company has an employment agreement with an officer, starting in 2003, which
provides  for an annual  salary of $100,000  with a 5%  increase  each year to a
maximum of $125,000, provided the Company had a profit in the previous year.

4. CAPITAL STOCK

During 2002, the Company issued 10,500,000  restricted common shares at $.02 for
services, and the stock issued for the acquisition of the subsidiary outlined in
note 5.

In the first quarter of 2003, 2,000,000 common shares of The Company were issued
as payment of $40,000 of the accounts payable

5. ACQUISITION OF SUBSIDIARIES

On September  30, 2002,  the Company  acquired all of the  outstanding  stock of
Creative Holdings, Inc. (subsidiary), by a stock for stock exchange in which the
former  stockholders of Creative received 13,619,950 common shares and 1,000,000
preferred  shares of the  Company,  and after the  conversion  of the  preferred
shares of the Company,  and after the  conversion of preferred  shares to common
shares,  (note 1) represented 90.6% of the outstanding stock of the company. For
reporting purposes, the acquisition was treated as an acquisition of the Company
by Creative  Holdings,  Inc.  (reverse  acquisition) and a  recapitalization  of
Creative Holdings,  Inc. The historical  financial statements prior to September
30, 2002 are those of Creative  Holdings,  Inc. Creative  Holdings,  Inc. has no
significant   assets  and  therefore  no  goodwill  was   recognized   from  the
acquisition.  Creative Holdings, Inc. was organized on July 3, 2002 in the state
of South Carolina.

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 12, 2002 for the purposes of the development
and sale of residential real estate.

6. GOING CONCERN

The Company will need additional working capital for its future planned activity
and to service its debt and  continuation  of the Company as a going  concern is
dependent upon sufficient  working capital.  To be successful in that effort the
management  of the Company  has  developed  a strategy  which it  believes  will
accomplish this objective through additional  contribution to capital by related
parties by payment of expenses, additional short term loans, and equity funding,
which will enable to Company to operate for the coming year.


                                      F-8
<PAGE>


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

      We have had no disagreements  with our certified  public  accountants with
respect to accounting practices or procedures of financial disclosure.




















                                      F-9
<PAGE>


                                    PART III

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

GENERAL

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

                                     POSITION(S)
NAME                     AGE         WITH THE COMPANY        DIRECTOR SINCE
----------------------   ----------- ----------------------- -------------------
John W. Gandy            49          President, C.E.O. and   September 2002
                                     Director
Ron Hendrix              58          Secretary and Director  December 2002
John Smith III           41          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.

      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,  S.C.,  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,  all required
reports for its fiscal year ended December 31, 2002 were timely filed.



                                       9
<PAGE>


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, 2002, 2001, and 2000.

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.

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 April 8, 2003, the name,  address and
the number of shares of our common stock held of record or  beneficially by each
person who was known by us to own  beneficially,  more than 5% of our 49,139,950
issued and outstanding shares of common stock. In addition, the table sets forth
the name and shareholdings of each director and of all officers and directors as
a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

                                                     AMOUNT AND
                                                      NATURE OF
                      NAME AND ADDRESS                BENEFICIAL   PERCENTAGE OF
TITLE OF CLASS        BENEFICIAL OWNER              OWNERSHIP(1)        CLASS(2)
--------------------- ---------------------------- -------------  --------------
Common                Rio Investment Group, LLC       6,200,000        12.62%
                      25 Greystone Manor
                      Lewes, Delaware 19958-9776


                                       10
<PAGE>


                                                     AMOUNT AND
                                                      NATURE OF
                      NAME AND ADDRESS                BENEFICIAL   PERCENTAGE OF
TITLE OF CLASS        BENEFICIAL OWNER              OWNERSHIP(1)        CLASS(2)
--------------------- ---------------------------- -------------  --------------
Common                Great West, LLC                 4,879,750         9.93%
                      1960 Stickney Point Road
                      Sarasota, FL  34231

Preferred             Great West, LLC                   250,647        25.06%

Preferred             Quickstep, LLC                    250,647        25.06%
                      2033 Main Street
                      Sarasota, FL  34237


SECURITY OWNERSHIP OF MANAGEMENT OF ALTRIMEGA


                                                     AMOUNT AND
                                                      NATURE OF
                      NAME AND POSITION               BENEFICIAL   PERCENTAGE OF
TITLE OF CLASS        OF OFFICER AND/OR DIRECTOR    OWNERSHIP(1)        CLASS(2)
--------------------- ---------------------------- -------------  --------------
Common
                      John W. Gandy,
                      President, C.E.O. and
                       Director                        2,554,750        5.20%
                      Hendrix & Gandy*                    21,000        0.04%
                      Chicora Beach Holiday**             59,300        0.12%
                      Wofford Capital***                 202,500        0.41%
                      Gandy Associates^                1,250,000        2.54%
                      Gandy Family Investments"        2,500,000        5.09%


Preferred
                      John W. Gandy                       62,730        6.27%
                      Hendrix & Gandy                      1,055        0.11%
                      Chicora Beach Holiday**             21,094        2.11%
                      Wofford Capital***                  10,125        1.10%
                      Gandy Associates^                   62,500        6.25%
                      Gandy Family Investments^^         125,000       12.50%


Common
                      Ron Hendrix, C.F.O.,             1,668,250        3.39%
                       Secretary Hendrix & Gandy*         21,000        0.04%


Preferred
                      Ron Hendrix                        125,000       12.50%
                      Hendrix & Gandy*                    21,000         2.1%



                                       11
<PAGE>


SECURITY OWNERSHIP OF MANAGEMENT OF ALTRIMEGA (CONT.)

                                                     AMOUNT AND
                                                      NATURE OF
                      NAME AND POSITION               BENEFICIAL   PERCENTAGE OF
TITLE OF CLASS        OF OFFICER AND/OR DIRECTOR    OWNERSHIP(1)        CLASS(2)
--------------------- ---------------------------- -------------  --------------
Common                John Smith III                     348,400         0.71%
Preferred             Director                            17,422         1.74%

Common                All Officers and Directors
                       as a Group (3 persons)          4,592,400         9.34%
                      Other Beneficial Ownership(3)    1,422,969         2.90%
                                                   -------------  --------------
                      Total Beneficial Ownership       6,015,369        12.24%
                                                   =============  ==============
Preferred             All Officers and Directors
                       as a Group (3 persons)            313,785        31.38%
                      Other Beneficial Ownership(3)       75,500         7.55%
                                                   -------------  --------------
                      Total Beneficial Ownership         389,285        38.92%
                                                   =============  ==============

(1)   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 April 8, 2003 are deemed to be beneficially
      owned by the person  holding  such  preferred  shares  for the  purpose of
      computing the percentage of ownership of such persons, but are not treated
      as outstanding  for the purpose of computing the  percentage  ownership of
      any other person.

 (2)  The percentage  calculation has been rounded to the nearest  one-hundredth
      of a percent.

 (3)  Ownership percentage based on officers and directors' percentage ownership
      of entity, as set forth below.

*     Hendrix & Gandy is owned 50% by John W. Gandy and 50% by Ron Hendrix.

**    Chicora Beach Holiday is owned 25% by John W. Gandy.

***   Wofford Capital is owned 16.66% by John W. Gandy.

^     Gandy Associates is owned 50% by John W. Gandy.

^^    Gandy Family Investments is owned 30% by John W. Gandy.


RECENT SALES OF UNREGISTERED SECURITIES

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

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

      In 2002,  Altrimega has accounts  payable totaling  $150,000 to officers -
directors, or their affiliate entitles for services rendered.

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


                                       12
<PAGE>


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.











                                       13
<PAGE>


                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (A)(1)  FINANCIAL  STATEMENTS.  The following financial statements are
included in this report:

TITLE OF DOCUMENT                                                        PAGE

Report of Sellers & Andersen, LLC                                         F-1
Balance Sheet as of December 31, 2002                                     F-2
Statements of Operations for the period July 3, 2002 (date of             F-3
  inception) to December 31, 2002
Statements of Changes in Stockholders' Equity for the period
  September 8 1998 (Date of Inception) to December 31, 2002               F-4
Statements of Cash Flows for the period July 3, 2002 (date of             F-5
  inception) to December 31, 2002
Notes to Financial Statements                                             F-6

      (A)(2) FINANCIAL  STATEMENT  SCHEDULES.  The following financial statement
schedules are included as part of this report:

      None.

      (A)(3) EXHIBITS.  The following exhibits are included as part of this
report:

                 SEC REFERENCE
EXHIBIT NUMBER   NUMBER          TITLE OF DOCUMENT            LOCATION
---------------  --------------  --------------------------  -------------------
2.01             2               SHARE EXCHANGE AGREEMENT    Incorporated by
                                 among Altrimega Health      reference*
                                 Corporation, Creative
                                 Holdings, Inc. and the
                                 Shareholders of
                                 Creative Holdings,
                                 Inc., dated as of
                                 September 2, 2002

4.01             4               CERTIFICATE OF              Provided herewith
                                 DESIGNATION, as of
                                 September 30, 2002


* SEE the Company's report on Form 8-K, dated October 2, 2002.

      (B)   REPORTS  ON FORM 8-K.  During the last  quarter  of the fiscal  year
ended  December  31,  2002,  we  filed  current  reports  on Form  8-K  with the
Commission reporting that:

October  4 , 2002       Altrimega filed Amendment No. 1 to Form 8-K/A, reporting
                        that under Item 2, the Merger Agreement with Creative
                        Holdings, Inc. was amended to a Share Exchange Agreement

November 13, 2002       Altrimega  filed a Form 8-K,  reporting  that under Item
                        2,  Altrimega  had  acquired  real  property through the
                        acquisition of Sea Garden Funding, LLC

ITEM 14.  CONTROLS AND PROCEDURES

      (A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

      Within  90 days  prior  to the  date of this  Report,  we  carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them to material  information  required to be included in our  periodic  reports


                                       14
<PAGE>


that are filed with the Securities and Exchange  Commission.  It should be noted
that the  design  of any  system  of  controls  is based  in part  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions,  regardless  of how remote.  In  addition,  we reviewed  our
internal  controls,  and there have been no significant  changes in our internal
controls or in other  factors that could  significantly  affect  those  controls
subsequent to the date of their last valuation.

      (B)   CHANGES IN INTERNAL CONTROLS:

      There were no significant changes in the Altrimega's  internal controls or
in other  factors  that could  significantly  affect these  controls  during the
quarter  covered by this report or from the end of the  reporting  period to the
date of this Form 10-KSB.

ITEM 15.  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  years ended  December  31,  2002,  and the reviews of the  financial
statements included in Altrimega's annual and quarterly reports for those fiscal
years.

      AUDIT-RELATED  FEES.  No fees were billed in either of the last two fiscal
years for assurance and related services by the principal accountant.

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

      ALL OTHER FEES. No other fees were billed during the two fiscal years.

      Altrimega's  Board  of  Directors  took  into  consideration  whether  the
provision of the services  described  above was for fiscal year 2002 and will be
for fiscal year 2003 compatible with maintaining the independence of Altrimega's
outside principal accountants.





                                       15
<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.

May 20, 2003                               ALTRIMEGA HEALTH CORPORATION


                                           By:   /S/ JOHN GANDY
                                              --------------------------------
                                                 John Gandy,
                                                 Chief Executive Officer and

                                           Director

                                           By:   /S/ RON HENDRIX
                                              --------------------------------
                                                 Ron Hendrix,
                                                 Chief Financial Officer and
                                                 Secretary


                                       16
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of Altrimega Health  Corporation (the
"Company") on Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1.    The  Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.    The  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Date: May 20, 2003                         By:   /S/ JOHN GANDY
                                              ---------------------------------
                                                 John Gandy
                                                 Chief Executive Officer

                                           By:   /S/ RON HENDRIX
                                              ---------------------------------
                                                 Ron Hendrix
                                                 Chief Financial Officer





                                       A-1
<PAGE>


                              OFFICER'S CERTIFICATE

                             PURSUANT TO SECTION 302

                                  CERTIFICATION

      I, John Gandy, certify that:

      1.    I  have  reviewed  this annual  report on Form  10-KSB of  Altrimega
Health Corporation.;

      2.    Based  on my  knowledge,  this  annual  report  does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

      3.    Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects  the  financial  condition,  results  of  operations  and cash flows of
Registrant as of, and for, the periods presented in this annual report;

      4.    The Registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for Registrant and we have:

      a)    Designed  such  disclosure  controls and  procedures  to ensure that
            material   information   relating  to   Registrant,   including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities,  particularly during the period in which this annual
            report is being prepared;

      b)    Evaluated the effectiveness of Registrant's  disclosure controls and
            procedures  as of a date  within 90 days prior to the filing date of
            this annual report (the "Evaluation Date"); and

      c)    Presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5.    The  Registrant's  other  certifying  officers and I have disclosed,
based on our most recent  evaluation,  to  Registrant's  auditors  and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

      a)    All significant  deficiencies in the design or operation of internal
            controls  which  could  adversely  affect  Registrant's  ability  to
            record,  process,  summarize  and  report  financial  data  and have
            identified  for  Registrant's  auditors any material  weaknesses  in
            internal controls; and

      b)    Any fraud,  whether or not  material,  that  involves  management or
            other employees who have a significant role in Registrant's internal
            controls; and

      6.    The  Registrant's other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003                   By:   /S/ JOHN GANDY
                                         --------------------------------------
                                           John Gandy
                                           Chief Executive Officer


                                       B-1

<PAGE>


                              OFFICER'S CERTIFICATE

                             PURSUANT TO SECTION 302

                                  CERTIFICATION

      I, Ron Hendrix, certify that:

      1.    I  have  reviewed  this annual  report on Form  10-KSB of  Altrimega
Health Corporation;

      2.    Based  on my  knowledge,  this  annual  report  does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

      3.    Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects  the  financial  condition,  results  of  operations  and cash flows of
Registrant as of, and for, the periods presented in this annual report;

      4.    The Registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for Registrant and we have:

      a)    Designed  such  disclosure  controls and  procedures  to ensure that
            material   information   relating  to   Registrant,   including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities,  particularly during the period in which this annual
            report is being prepared;

      b)    Evaluated the effectiveness of Registrant's  disclosure controls and
            procedures  as of a date  within 90 days prior to the filing date of
            this annual report (the "Evaluation Date"); and

      c)    Presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5.    The  Registrant's  other  certifying  officers and I have disclosed,
based on our most recent  evaluation,  to  Registrant's  auditors  and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

      a)    All significant  deficiencies in the design or operation of internal
            controls  which  could  adversely  affect  Registrant's  ability  to
            record,  process,  summarize  and  report  financial  data  and have
            identified  for  Registrant's  auditors any material  weaknesses  in
            internal controls; and

      b)    Any fraud,  whether or not  material,  that  involves  management or
            other employees who have a significant role in Registrant's internal
            controls; and

      6.    The  Registrant's other certifying  officers and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003                   By:   /S/ RON HENDRIX
                                         -----------------
                                           Ron Hendrix
                                           Chief Financial Officer


                                       C-1