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

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

    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003   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:  $ 904,918.

         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 $245,700 based on
the bid price of $0.005 per share at May 10, 2004.

         As of May 10, 2004, 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..........7
   ITEM 7.  FINANCIAL STATEMENTS..............................................12
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE............................................12
   ITEM 8A. CONTROLS AND PROCEDURES...........................................12

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

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

EXHIBIT 31.1 .............................................................31.1-1

EXHIBIT 31.2 .............................................................31.2-1

EXHIBIT 32.1 .............................................................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 losses,  dependence
on management, variability of quarterly results, and the ability of Altrimega to
continue  its  growth  strategy  and  competition,  certain  of which are beyond
Altrimega's  control.  Should  one or  more  of  these  risks  or  uncertainties
materialize  or  should  the  underlying  assumptions  prove  incorrect,  actual
outcomes  and  results  could  differ  materially  from those  indicated  in the
forward-looking statements.

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

ITEM 1.  DESCRIPTION OF BUSINESS

CURRENT BUSINESS OPERATIONS

         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 and only revenue  generating 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


                                       2
<PAGE>

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 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

         As of May 10, 2004, 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 year ended  December 31, 2003, we lost
$132,822.  Our accumulated  deficit was $799,085 as of December 31, 2003. 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 FROM DECEMBER 31, 2003 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,  2003,  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, 2003 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES

         We had a working  capital  deficit of $475,143 at  December  31,  2003,
which means that our current  liabilities  as of that date  exceeded our current
assets on December  31,  2003 by  $475,143.  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, 2003 were not sufficient to satisfy all
of our current  liabilities on that date. If our ongoing operations do not begin
to provide sufficient profitability to offset the working capital deficit we may
have to raise capital or debt to fund the deficit or cease operations.

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

         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:


                                       4
<PAGE>

         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.  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.

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, 2003.  However,  the  Exchange  Agreement  with
Creative  Holdings,  Inc.  requires  us  to  obtain  approval  of  an  increased
capitalization to 800 million shares and name change.


                                       5
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

PERIOD ENDED DECEMBER 31, 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 DECEMBER 31, 2003                    HIGH BID          LOW BID
------------------------------                    --------          -------
First Quarter                                       $0.025           $0.003
Second Quarter                                      $0.011           $0.002
Third Quarter                                       $0.008           $0.004
Fourth Quarter                                      $0.011           $0.002

PERIOD ENDED MARCH 31, 2004                       HIGH BID          LOW BID
------------------------------                    --------          -------
First Quarter                                        $.010           $0.005

         At May 10, 2004,  our Common Stock was quoted on the OTC Bulletin Board
at a bid and asked price of $0.003 and  $0.004,  respectively.  At December  31,
2003, we had approximately 83 shareholders of record. The Company has 49,139,950
shares of common stock and 1,000,000 shares of preferred stock outstanding as of
May 10, 2004.  The Company's  authorized  capital  stock  consists of 50,000,000
shares of common stock and 10,000,000 shares of preferred stock.

DIVIDENDS

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

CHANGES IN SECURITIES

         During  the years  ended  December  31,  2001,  December  31,  2002 and
December 31, 2003, 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  susequently  cancelled)  shares of common stock and 1,000,000
shares of series A convertible preferred stock.

         The Company issued 3,000,000 for accounts payable of $79,500, including
interst of $39,500 at $0.03 per share to Earl Ingarfield,  an unaffiliated party
in 2002.

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


                                       6
<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

         The following table sets forth the securities that have been authorized
under equity compensation plans as of December 31, 2003.

<TABLE>
<CAPTION>
                                                                                                   NUMBER
                                                                                                OF SECURITIES
                                                                                                  REMAINING
                                                                                                  AVAILABLE
                                                               NUMBER                            FOR FUTURE
                                                           OF SECURITIES                          ISSUANCE
                                                            TO BE ISSUED   WEIGHTED-AVERAGE     UNDER EQUITY
                                                           UPON EXERCISE    EXERCISE PRICE   COMPENSATION PLANS
                                                           OF OUTSTANDING   OF OUTSTANDING       (EXCLUDING
                                                              OPTIONS,         OPTIONS,          SECURITIES
                                                            WARRANTS AND     WARRANTS AND         REFLECTED
                                                               RIGHTS           RIGHTS         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 twelve months
ended  December 31, 2003,  Altrimega's  accumulated  deficit of $799,085 and its
working capital deficiency of $475,143 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, 2003 do not include any  adjustments
that might be necessary if Altrimega is unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

REVENUE RECOGNITION

         Gains from sales of operating  properties  and revenues from land sales
are  recognized  using the full accrual  method  provided that various  criteria
relating to the terms of the transactions and any subsequent  involvement by the
Company  with the  properties  sold  are met.  Gains  or  revenues  relating  to
transactions  which  do not meet  the  established  criteria  are  deferred  and
recognized  when the criteria are met or using the  installment or cost recovery
methods,  as appropriate in the circumstances.  For land sale transactions under
terms in which the Company is required to perform additional  services and incur


                                       7
<PAGE>

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.

         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.  The Company is in the
process of  preparing  an  amendment  to its Form  10-KSB for fiscal  year ended
December 31, 2002.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003, COMPARED TO THE YEAR
ENDED DECEMBER 31, 2002

         REVENUES

         Revenue for the year ended December 31, 2003, was $904,908, an increase
of $904,918, as compared to no revenue for the year ended December 31, 2002. The
increase  in  revenues  in 2003  was  attributable  to sales of units at the Sea
Garden project,  where the Company sold 10 units in 2003. We anticipate revenues
for the fiscal year ending 2004 to consist  mainly or  completely of the sale of
units at the Sea Garden Project.


                                       8
<PAGE>

         COST OF REVENUE.  Cost of revenue for the year ended December 31, 2003,
was $861,757,  or 95.23% of revenue. The cost of revenue relates to construction
and other costs of units at the Sea Garden  project.  The Company had no revenue
or cost of revenue for 2002.

         GROSS PROFIT.  Gross profit for the year ended  December 31, 2003,  was
$43,161, or $4.77% of revenue.  The gross profit relates to the sale of units at
the Sea Garden project.

         OPERATING EXPENSES.  Operating expenses for the year ended December 31,
2003, were $101,025, or 11.16% of revenue, as compared to $661,384, for the year
ended  December 31,  2002.  Operating  expenses in 2003  consisted of $69,500 in
consulting  and  professional  fees and  $31,525 in general  and  administrative
expenses.  The  decrease  of  $560,359  from  2002 to 2003 was  almost  entirely
attributable to a decrease in consulting and  professional  fees,  which equaled
$631,756 in 2002.

         OTHER  INCOME  (EXPENSE).  Other  income  (expense)  for the year ended
December  31,  2003,  was a net expense of $82,015,  an increase of $73,995,  as
compared to a net expense of $8,020 for the year ended  December 31,  2002.  The
increase  in other  expense  in 2003 was  primarily  attributable  to $88,038 in
interest  expense from loans used in the  construction  of two  buildings at Sea
Gardens and the two mortgages on the remaining land at the Sea Garden project.

         NET LOSS.  Altrimega  had a net loss of  $132,822  for the fiscal  year
ended  December 31,  2003,  as compared to a net loss of $666,263 for the fiscal
year ended December 31, 2002.  The decrease of $533,441 was mostly  attributable
to the  $562,256  decrease  in  consulting  and  professional  fees in 2003.  In
addition, Altrimega generated revenue and minimal gross profit in 2003.

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 of $132,822 and  $666,263  for the years ended  December 31, 2003 and
December 31, 2002,  respectively,  and has an accumulated deficit of $799,085 at
December  31,  2003.  As of December  31,  2003,  we had assets of $764,414  and
liabilities of $1,141,997, a difference of $377,583.  Additionally,  our current
assets were $666,854 and our current  liabilities  were  $1,141,997,  creating a
working  capital  deficit of  $475,143.  The  majority of the assets,  $659,515,
consist of building sites  contained  within the Sea Garden town home community.
Consequently,  the majority of our liabilities,  $845,000, are mortgage loans on
the Sea Garden assets. Accounts payable to related parties equal to $260,911 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.

         We had limited  operations  and  revenues  during the fiscal year ended
December  31,  2003.  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,  2003,  and to date in 2004 has included
cash from operations, investor capital, and loans from related parties. However,
due to insufficient cash generated from operations, Altrimega currently does not
have internally  generated cash  sufficient to pay all of its incurred  expenses
and other liabilities.  As a result,  Altrimega is dependent on investor capital
and loans to meet its expenses and  obligations.  Although  related  party loans
have allowed  Altrimega to meet its obligations in the recent past, there can be
no assurances that  Altrimega's  present methods of generating cash flow will be
sufficient to meet future obligations. There can be no assurances that Altrimega
will be able to raise sufficient additional capital in the future.


                                       9
<PAGE>

         Cash provided by operating  activities  was $549,342 for the year ended
December 31, 2003, compared to cash used of $1,394,603 for 2002. The decrease in
cash used was due primarily to the sale of properties at the Sea Garden  project
and the decreased loss from continuing operations.

         Cash used by financing activities was $594,656 during fiscal year 2003,
compared to cash provided by financing  activities of $1,441,656 during the same
period in 2002.  This  difference was mainly due to payments on notes payable of
$594,656 in 2003 and proceeds from notes payable of $1,493,656 in 2002.

         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
currently has  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.

         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.


                                       10
<PAGE>

         Management has implemented this plan to overcome the Company's  serious
going concern  conditions.  The first step is to reduce operating costs. To this
end the Company's President and Chief Executive Officer, John Gandy, has assumed
almost all of the Company's  functions  from sales and  marketing,  locating and
evaluating new real estate  projects,  most  accounting  functions,  shareholder
relations  and general  administrative  functions.  Mr.  Gandy has  foregone any
compensation  for the last half of 2003,  and 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  its annual  report of for 10-KSB for the fiscal  year ended
December 31, 2002,  and its  quarterly  reports on Forms 10-QSB for the quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003.

         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.

         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.


                                       11
<PAGE>

         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.

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,  2003,  the
Company's  Principal  Executive  Officer and  Principal  Financial  Officer have
determined  that there are no changes to the  Company's  internal  controls over
financial  reporting that has materially  affected,  or is reasonably  likely to
materially effect, the Company's internal controls over financial reporting.


                                       12
<PAGE>

                                    PART III

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

GENERAL

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

                               POSITION(S)
NAME                  AGE      WITH THE COMPANY                   DIRECTOR SINCE
---------------       ---      ------------------------------     --------------
John W. Gandy         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


                                       13
<PAGE>

timely basis  certain  reports  under Section 16 of the Exchange Act as to their
beneficial  ownership of our common stock. We believe that under the SEC's rules
for  reporting of securities  transactions  by Reporting  Persons,  the required
reports have not been filed.  The Company has been  informed  that these reports
are in the process of being filed.

         CODE OF ETHICS

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

ITEM 10.  EXECUTIVE COMPENSATION

CASH COMPENSATION

         There  was no  cash  compensation  paid  to any  of  our  directors  or
executive  officers  during the fiscal years ended December 31, 2003,  2002, and
2001.

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.


                                       14
<PAGE>

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.

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

Common           Quickstep, LLC                   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                    250,647            25.06%
                 1960 Stickney Point Road
                 Sarasota, FL  34231

Preferred        Quickstep, LLC                     250,647            25.06%
                 2033 Main Street
                 Sarasota, FL  34231


SECURITY OWNERSHIP OF MANAGEMENT OF ALTRIMEGA (COMMON)

<TABLE>
<CAPTION>
                                                                       AMOUNT AND
                                                                       NATURE OF
                  NAME AND POSITION                                    BENEFICIAL    PERCENTAGE OF
TITLE OF CLASS    OF OFFICER AND/OR DIRECTOR                          OWNERSHIP(1)     CLASS(2)
--------------    -------------------------------------------------   ------------   -------------
<S>               <C>                                                  <C>              <C>
COMMON
------
Common            John W. Gandy, President, C.E.O. and Director         2,554,750        5.19%
Common            Chicora Beach Holiday**                                  14,825        0.02%
Common            Wofford Capital***                                       33,737        0.05%
Common            Gandy Associates^                                       625,000        1.28%
Common            Gandy Family Investments^^                              750,000        1.54%
Common            Ron Hendrix, C.F.O., Secretary                        1,668,250        3.41%
Common            Hendrix & Gandy*                                         21,000        0.03%
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                       AMOUNT AND
                                                                       NATURE OF
                  NAME AND POSITION                                    BENEFICIAL    PERCENTAGE OF
TITLE OF CLASS    OF OFFICER AND/OR DIRECTOR                          OWNERSHIP(1)     CLASS(2)
--------------    -------------------------------------------------   ------------   -------------
<S>               <C>                                                  <C>              <C>
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. * 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.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


TRANSACTIONS WITH MANAGEMENT AND OTHERS

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

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

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

         ACCOUNTS   RECEIVABLE  -  RELATED   PARTY.   The  Company  has  made  a
non-interest  bearing, due on demand loan to the minority interest holder of Sea
Garden Funding LLC, which as of December 31, 2003 totaled $62,560.


                                       16
<PAGE>

         ACCOUNTS  PAYABLE  -  RELATED   PARTIES.   As  of  December  31,  2003,
officers-directors,   and  their  controlled  entities  have  made  non-interest
bearing, due on demand loans to the Company totaling $260,911.


INDEBTEDNESS OF MANAGEMENT

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


TRANSACTIONS WITH PROMOTERS

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



                                       17
<PAGE>

                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)(1)   FINANCIAL  STATEMENTS.  The audited  financial  statements for
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
--------------   ----------------------------------------------   -------------------------------------------

<S>              <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 SEPTEMBER 30,   Incorporated by reference to Exhibit 4.01
                   2002                                             to the Company's Form 10-KSB filed on May
                                                                    20, 2003

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, 2003 and December 31, 2002.


                                       18
<PAGE>

         AUDIT FEES.  [INSERT 2003.] 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.



                                       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.

May 13, 2004                           ALTRIMEGA HEALTH CORPORATION


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


                                       By: /s/ Ron Hendrix
                                           ------------------------------------
                                           Ron Hendrix,
                                           Chief Financial Officer, Principal
                                           Accounting Officer and Secretary




                                       20
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

        (WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS THEREON)




                                      F-1
<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                        PAGE NO.

Report of Independent Certified Public Accountants                          1

Consolidated financial statements

  Consolidated balance sheet                                                2

  Consolidated statements of operations                                     3

  Consolidated statement of stockholders' deficit                           4

  Consolidated statements of cash flows                                     5

  Notes to consolidated financial statements                                6



                                      F-2
<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, 2003, and the related consolidated
statements of  operations,  stockholders'  deficit,  and cash flows for the year
then  ended,  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, 2003,  and the results of its  activities and
cash flows for the year then  ended,  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


                                      F-3

<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003


                                ASSETS
Current assets
  Cash                                                              $     1,739
  Properties held for development or sale                               659,515
  Prepaid expenses                                                        5,600
                                                                    -----------
    Total current assets                                                666,854

Other assets
  Accounts receivable - related party                                    62,560
  Deposits                                                               35,000
                                                                    -----------
    Total other assets                                                   97,560
                                                                    -----------

Total assets                                                        $   764,414
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Notes payable                                                     $   845,000
  Accounts payable - related parties                                    260,911
  Accounts payable                                                       36,086
                                                                    -----------
    Total current liabilities                                         1,141,997
                                                                    -----------

Total liabilities                                                     1,141,997

Commitments and contingencies                                                --

Minority interest                                                       (10,198)

Stockholders' deficit
  Preferred stock; $0.001 par value; 10,000,000 shares
    authorized, 0 shares issued and outstanding                           1,000
  Common stock; $0.001 par value; 50,000,000 shares
    authorized, 49,139,950 shares issued and outstanding                 49,140
Additional paid-in capital                                              381,560
Accumulated deficit                                                    (799,085)
                                                                    -----------
    Total stockholders' deficit                                        (367,385)
                                                                    -----------

Total liabilities and stockholders' deficit                         $   764,414
                                                                    ===========


                 See Accompanying Notes to Financial Statements


                                      F-4
<PAGE>

                        ALTRIMEGA HEALTH CORPORATION AND
                                   SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                    Period from
                                                                   July 3, 2002
                                                                     (Date of
                                                                    inception)
                                                    For the           through
                                                   year ended      December 31,
                                                  December 31,         2002
                                                      2003          (RESTATED)
                                                  ------------     ------------
Revenue                                           $    904,918     $         --
Cost of revenue                                        861,757               --
                                                  ------------     ------------

Gross profit                                            43,161               --

Operating expenses
    Consulting and professional fees                    69,500          631,756
    General and administrative                          31,525           29,628
                                                  ------------     ------------

      Total operating expenses                         101,025          661,384
                                                  ------------     ------------

Loss from operations                                   (57,864)        (661,384)

Other income (expense)
    Interest expense                                   (88,038)          (8,020)
    Other income                                         6,023               --
                                                  ------------     ------------

Loss before minority interest                         (139,879)        (669,404)

Minority interest                                        7,057            3,141
                                                  ------------     ------------

Loss before provision for income taxes                (132,822)        (666,263)
Provision for income taxes                                  --               --
                                                  ------------     ------------

Net loss                                          $   (132,822)    $   (666,263)
                                                  ============     ============

Basic and diluted loss per common share           $      (0.00)    $      (0.06)
                                                  ============     ============
Basic and diluted weighted average
    common shares outstanding                       49,074,197       11,497,579
                                                  ============     ============


                 See Accompanying Notes to Financial Statements


                                      F-5
<PAGE>

                        ALTRIMEGA HEALTH CORPORATION AND
                                   SUBSIDIARY
                     CONSOLIDATED STATEMENT OF STOCKHOLDERS'
                                     DEFICIT

<TABLE>
<CAPTION>
                                     Preferred Stock               Common Stock            Additional                      Total
                                -------------------------   --------------------------      Paid-In      Accumulated   Stockholders'
                                   Shares        Amount       Shares          Amount        Capital        Deficit        Deficit
                                -----------   -----------   -----------    -----------    -----------    -----------    -----------
<S>                               <C>         <C>            <C>           <C>            <C>            <C>            <C>
Balance at July 3, 2002
  (Inception)                            --   $        --            --    $        --    $        --    $        --    $        --

Issuance of common stock to
  founders for cash and
  founder services, $0.001               --            --     3,200,000          3,200             --             --          3,200

Issuance of common stock for
  acquisition of Altrimega
  Health Corporation, $0.001      1,000,000         1,000    37,319,700         37,320        (38,320)            --             --

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

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      1,000,000         1,000    46,139,950         46,140        305,060       (666,263)      (314,063)
  (RESTATED)

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

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

Balance at December 31, 2003      1,000,000   $     1,000    49,139,950    $    49,140    $   381,560    $  (799,085)   $  (367,385)
                                ===========   ===========   ===========    ===========    ===========    ===========    ===========
</TABLE>


                 See Accompanying Notes to Financial Statements


                                      F-6
<PAGE>

                  ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Period from
                                                                               July 3, 2002
                                                                                 (Date of
                                                                                inception)
                                                                                  through
                                                               Year Ended      December 31,
                                                              December 31,         2002
                                                                  2003          (RESTATED)
                                                              -----------      -----------
<S>                                                           <C>              <C>
Cash flows from operating activities:
  Net loss                                                    $  (132,822)     $  (666,263)
  Adjustments to reconcile net loss to
   net cash provided (used) by operating activities:
     Issuance of common stock for services                         39,500          350,200
     Minority interest                                             (7,057)          (3,141)
  Changes in operating assets and liabilities
     Properties held for development or sale                      696,703       (1,356,218)
     Accounts receivable - related parties                        (62,560)              --
     Advance deposits                                                  --          (35,000)
     Prepaid commissions                                              800           (6,400)
     Accounts payable- related parties                             10,911          250,000
     Accounts payable                                               3,867           72,219
                                                              -----------      -----------
         Net cash provided (used) by operating activities         549,342       (1,394,603)

Cash flows from financing activities
  Proceeds from issuance of common stock for cash from                 --            2,000
   founders
     Proceeds from notes payable                                       --        1,439,656
     Payments on notes payable                                   (594,656)              --
                                                              -----------      -----------
         Net cash provided (used) by financing activities        (594,656)       1,441,656
                                                              -----------      -----------

Net change in cash                                                (45,314)          47,053

Beginning cash balance                                             47,053               --
                                                              -----------      -----------

Ending cash balance                                           $     1,739      $    47,053
                                                              ===========      ===========

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

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


                 See Accompanying Notes to Financial Statements


                                      F-7
<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  $133,000 for the year ended  December 31,
2003, with an accumulated  loss from inception of  approximately  $799,000.  The
Company's  current  liabilities  exceed  its  current  assets  by  approximately
$475,000 as of December 31, 2003.

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.


                                      F-8

<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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 $6,790 and $- for the year ended December 31, 2003 and
for the period from July 3, 2002 (Date of Inception)  through December 31, 2002,
respectively.

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

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

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

As of December 31 2003, the Company has available net operating loss  carryovers
of approximately $800,000 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.


                                      F-9

<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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.

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 year ended December 31, 2003 and 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-10

<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-11

<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, 2003, the Company has two notes payable totaling $445,000 and
$400,000.  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  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,   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 $260,911.

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.

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.

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).


                                      F-12

<PAGE>

                   ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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       11,497,579      (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.

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.


                                      F-13