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

                                   FORM 10-QSB

[X] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
    Act Of 1934

                For the quarterly period ended September 30, 2005


[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange
    Act Of 1934

                 For the transition period ________ to ________


                        Commission file number 000-21753


                          CREATIVE EATERIES CORPORATION
                  Name of Small Business Issuer in Its Charter

                                    Formerly
                         ULTRAGUARD WATER SYSTEMS CORP.


        NEVADA                                                    88-0263701
State of Incorporation                                         I.R.S. Employer
                                                              Identification No.

    7400 E. McDONALD, SUITE 121
          SCOTTSDALE, AZ                                             85250
Address of Principal Executive Offices                             Zip code

                                  480-355-8170
                            Issuer's Telephone Number


              Securities registered under Section 12(b) of the Act:

                                      NONE

              Securities registered under 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
Section13  or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  SB is not  contained  in  this  form,  and  no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-QSB
or any amendments to this Form 10-QSB [ ]

The number of shares  outstanding  of the  issuer's  only class of Common  Stock
$0.001 par value was 38,930,852 on November 16, 2005
<PAGE>
                                      INDEX

PART I FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet as of September 30, 2005 (unaudited)                3

Consolidated Statements of Operations for the nine-month periods ended
September 30, 2005 and 2004 (unaudited)                                        4

Consolidated Statements of Cash Flows for the nine-month periods ended
September 30, 2005 and 2004 (unaudited)                                        5

Notes to the Consolidated Financial Statements                                 6

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
        AND FINANCIAL CONDITIONS                                              14

Item 3. CONTROL AND PROCEDURES                                                18

Part II OTHER INFORMATION

     1.   LEGAL PROCEEDINGS                                                   18

     2.   CHANGES IN SECURITIES                                               19

     3.   DEFAULT UPON SENIOR SECURITIES                                      19

     4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 20

     5.   OTHER INFORMATION                                                   20

     6.   EXHIBITS AND REPORTS ON FORM 8K                                     20

Signatures                                                                    20

                                  2
<PAGE>
                     Creative Eateries Corporation
                     (A Development Stage Company)
                      Consolidated Balance Sheets
                              (Unaudited)

                                                                   September 30,
                                                                       2005
                                                                    ----------
                                                                        $
ASSETS

Current Assets
   Cash                                                                  4,892
   Accounts receivable                                                  47,610
   Notes receivable                                                    103,710
   Prepaid expenses and deposits                                         4,768
                                                                    ----------
Total Current Assets                                                   160,979
                                                                    ----------

Property and Equipment (Note 3)                                          1,249

Purchase price over value of tangible assets acquired                  680,872
                                                                    ----------

Total Assets                                                           843,100
                                                                    ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable                                                    485,667
   Accrued liabilities                                                  71,379
   Notes payable                                                       150,000
                                                                    ----------

Total Current Liabilities                                              707,046
                                                                    ----------

  Loans payable                                                        190,914
  Amounts owing to related parties                                     555,654
                                                                    ----------
Total Liabilities                                                    1,453,614
                                                                    ----------

Stockholders' Deficit
  Common stock, (Note 6)
   100,000,000 shares authorized, with a par value of $0.001
   34,857,485 issued and outstanding,                                   34,857
  Additional paid-in capital                                            56,555
  Deficit (Prior Year)                                                  (1,833)
  Deficit (Current Year)                                              (700,093)
                                                                    ----------

Total Stockholders' Deficit                                           (610,514)
                                                                    ----------

Total Liabilities and Stockholders' Deficit                            843,100
                                                                    ==========

      See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Accumulated from
                                           date of         Three Months   Three Months      Nine Months     Nine Months
                                        inception to          Ended          Ended             Ended           Ended
                                        September 30,      September 30,  September 30,     September 30,   September 30,
                                            2005               2005           2004              2005           2004
                                         ----------         ----------      ---------        ----------      ---------
                                             $                   $              $                 $              $
<S>                                         <C>                <C>            <C>               <C>            <C>
Revenue                                         505                 --             --               505             --

Cost of sales                                    --                 --             --                --             --
                                         ----------         ----------      ---------        ----------      ---------

Total Gross Profit                              505                 --             --               505             --
                                         ----------         ----------      ---------        ----------      ---------
Expenses
   General and administrative               693,639            259,312             --           691,807             --
   Interest                                   8,791              3,391             --             8,791             --
                                         ----------         ----------      ---------        ----------      ---------

Total Expenses                              702,431            262,704             --           700,598             --
                                         ----------         ----------      ---------        ----------      ---------

Net Loss from Operations                   (701,926)          (262,704)            --          (700,093)            --
                                         ----------         ----------      ---------        ----------      ---------

Net Loss for the Period                    (701,926)          (262,704)            --          (700,093)            --
                                         ==========         ==========      =========        ==========      =========

Net Loss Per Share - Basic and Diluted                          (.0084)            --           (0.0218)            --
                                         ==========         ==========      =========        ==========      =========
Weighted Average Number of Shares
Outstanding                              31,411,285                 --                       32,176,974             --
                                         ==========         ==========      =========        ==========      =========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       4
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Accumulated from      Nine months
                                                                date of inception       ended
                                                                 to September 30,    September 30,
                                                                      2005               2005
                                                                    --------           --------
                                                                       $                   $
<S>                                                                 <C>                <C>
Cash Flows Used In Operating Activities
   Net loss                                                         (701,926)          (700,093)
   Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities
      Add: Depreciation and amortization                                 156                156
      Add: Shares issued for consulting                               60,001             60,001
      Add: Shares issued to settle expenses                          131,903            131,903
      Add: Amortization of deferred compensation                      12,688             12,688
                                                                                       --------
   Changes in operating assets and liabilities
      (Increase) decrease in accounts receivable                     (28,065)            64,935
      (Increase) decrease in notes receivable                             --                 --
      (Increase) decrease in prepaid expenses and deposits                --
      Increase (decrease) in accounts payable and accrued
       liabilities                                                   366,956            316,956
                                                                    --------           --------

Net Cash Provided by (Used in) Operating Activities                 (158,287)          (113,454)
                                                                    --------           --------
Cash Flows Used in Investing Activities
   Acquisition of computer equipment                                  (1,405)            (1,405)
   Cash from acquisition of UltraGuard                                 5,678              5,678
                                                                    --------           --------

Net Cash Provided by (Used) in Investing Activities                    4,273              4,273
                                                                    --------           --------
Cash Flows From Financing Activities
   Proceeds from subscribed shares                                    47,000                 --
   Increase (decrease) in loans from unrelated parties               105,504            105,504
   Increase (decrease) in loans from related parties                   6,402              6,402
   Increase (decrease) in notes from unrelated parties                    --                 --
                                                                    --------           --------

Net Cash Provided by (Used in) Financing Activities                  158,906            111,906
                                                                    --------           --------

Increase in Cash                                                       4,892              2,725

Cash - Beginning of the Period                                            --              2,167
                                                                    --------           --------
Cash - End of the Period                                               4,892              4,892
                                                                    ========           ========
Non-cash Investing and Financing Activities:
   Shares issued to settle consulting fees                                               60,001
   Shares issued to settle expenses                                                     131,903
                                                                                       ========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       5
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


1. Reverse Acquisition, Nature of Operations and Continuance of Business

    On  April  21,  2005 the  Company's  Board of  Directors  met to  reorganize
    UltraGuard  Water  Systems Corp (now  Creative  Eateries  Corporation).  The
    Company  voted to change  its  business  focus  from  water  filtration  and
    disinfection to restaurant  franchising.  On May 4, 2005 the Company filed a
    form PRE14A with the SEC,  calling a Special Meeting of the  shareholders to
    be held on June 13, 2005. At the meeting,  the  shareholders  approved by an
    88.65%  majority  vote, a proposal to change the Company's  name to Creative
    Eateries  Corporation  ("Creative") and by an 88.58% majority vote, to split
    the outstanding shares on a 1 for 100 basis. All per share amounts have been
    retroactively adjusted to reflect the reverse stock split.

    As part of the  reorganization,  on June 30,  2005,  the Board of  Directors
    finalized  details of the sale of UltraGuard  Water System's  filtration and
    disinfection  technologies and intellectual property to Innovative Fuel Cell
    Technologies  Inc (IFCT).  All shares of IFCT owned by the  Company  will be
    distributed as a dividend in kind to Company  shareholders of record on June
    12, 2005.  The number of IFCT shares  received by each  Company  shareholder
    will be pro-rata to the number of Company shares owned by the shareholder.

    On July 11, 2005, the Company's Board of Directors approved a share exchange
    agreement  between   shareholders  of  Creative  and  Restaurant   Companies
    International,  Inc  ("RCI"),  a  Nevada  corporation.  RCI  is a  franchise
    development  company  organized  on April  5th,  2004 to  capitalize  on the
    growing  demand for fast casual dining in North  America.  On July 11, 2005,
    the Company acquired, by way of reverse acquisition,  100% of the issued and
    outstanding  capital stock of RCI in exchange for the issuance of 30,802,367
    shares  of the  Company's  common  shares.  Pursuant  to the  Agreement  the
    Company's  officers  resigned.  As a result there was a change in control of
    the Company to the former shareholders of RCI.

    For financial accounting purposes, the acquisition was a reverse acquisition
    of the  Company  by RCI under the  purchase  method  of  accounting  and was
    treated as a  recapitalization  with RCI as the acquirer.  Accordingly,  the
    historical  financial  statements  have been restated after giving effect to
    the July 11,  2005  acquisition  of the  Company.  Consistent  with  reverse
    acquisition  accounting:  (i)  all  of  PTML's  assets,   liabilities,   and
    accumulated deficit, are reflected at their combined historical cost (as the
    accounting  acquirer)  and (ii) the  preexisting  outstanding  shares of the
    Company (the accounting acquiree) are reflected at their net asset value.

    These  consolidated  financial  statements  have been prepared in accordance
    with United States  generally  accepted  accounting  principles,  on a going
    concern  basis,  which  contemplates  the  realization  of  assets  and  the
    satisfaction  of  liabilities  and  commitments  in  the  normal  course  of
    business.  As at June 30, 2005, the Company has not  recognized  significant
    revenue,  has a working  capital  deficit of $863,409,  and has  accumulated
    operating  losses of $1,671,571  since  inception.  The  continuation of the
    Company is dependent upon the continuing  financial support of creditors and
    stockholders  and  obtaining   short-term  and  long-term   financing,   the
    completion  of  product  development  and  achieving  profitability.   These
    conditions raise  substantial  doubt about the Company's ability to continue
    as  a  going  concern.   These  financial  statements  do  not  include  any
    adjustments that might arise from this uncertainty.

2. Significant Accounting Policies

    CONSOLIDATED FINANCIAL STATEMENTS

    These  financial  statements  include the  accounts of Creative and RCI. All
    significant inter-company transactions and balances have been eliminated.

    On July 11, 2005 ("the acquisition  date"),  Creative  Eateries  Corporation
    ("Creative")  acquired all of the outstanding stock of Restaurant  Companies
    International,  Inc ("RCI").  For accounting  purposes the  acquisition  was
    treated as the  acquisition  of Creative  by RCI with RCI as the  accounting
    acquirer  (reverse  acquisition).  As a  result,  the  historical  financial
    statements  prior to the acquisition date are those of RCI from July 1, 2005
    (date of inception of RCI).

    CASH AND CASH EQUIVALENTS

    Cash and cash  equivalents  include  cash on hand,  in banks and all  highly
    liquid investments with maturity of three months or less when purchased.

                                       6
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


2. Significant Accounting Policies (continued)

    PROPERTY AND EQUIPMENT

    Property and equipment are recorded at cost.  Depreciation  is computed on a
    straight-line method using an estimated useful life of five years.

    REVENUE RECOGNITION

    The Company  recognizes  revenue in accordance  with Securities and Exchange
    Commission Staff Accounting Bulletin No. 104, "Revenue Recognition." Revenue
    will be recognized only when the price is fixed or determinable,  persuasive
    evidence  of  an  arrangement   exists,   the  service  is  performed,   and
    collectibility is reasonably assured.

     ESTIMATES AND ASSUMPTIONS

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted accounting principles used in the United States requires management
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities in the financial  statements and accompanying  notes. Actual
    results could differ from these estimates.

    BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

    The Company computes net income (loss) per share in accordance with SFAS No.
    128,  "Earnings per Share".  This statement  requires  presentation  of both
    basic  and  diluted  earnings  per  share  (EPS) on the  face of the  income
    statement.  Basic EPS is computed by dividing net income (loss) available to
    common  shareholders  (numerator)  by the weighted  average number of common
    shares outstanding (denominator) during the period. Diluted EPS gives effect
    to all  dilutive  potential  common  shares  outstanding  during  the period
    including  stock options,  using the treasury stock method,  and convertible
    preferred stock,  using the if-converted  method.  In computing diluted EPS,
    the average stock price for the period is used in determining  the number of
    shares  assumed  to be  purchased  from the  exercise  of stock  options  or
    warrants. Diluted EPS excludes all dilutive potential common shares if their
    effect is anti-dilutive.

    ACCOUNTING FOR STOCK-BASED COMPENSATION

    The Company  accounts for stock based  compensation  in accordance with SFAS
    No. 123, "Accounting for Stock-Based  Compensation." This statement requires
    that stock awards  granted  subsequent  to January 1, 1995, be recognized as
    compensation  expense  based on  their  fair  value  at the  date of  grant.
    Alternatively,  a  company  may  account  for  granted  stock  awards  under
    Accounting  Principles  Board  Opinion (APB) No. 25,  "Accounting  for Stock
    Issued to Employees," and disclose pro forma income amounts which would have
    resulted from  recognizing  such awards at their fair value. The Company has
    elected to account for stock-based  compensation for employees under APB No.
    25 and make the required pro forma  disclosures for compensation  expense in
    accordance  with SFAS No. 123.  The Company  accounts  for stock  issued for
    services to  non-employees  in  accordance  with SFAS No. 123.  Compensation
    expense is based on the fair market  value of the stock award or fair market
    value  of the  goods  and  services  received  whichever  is  more  reliably
    measurable.

    No stock  options  were  granted  to  employees  in  fiscal  2004 and  2005,
    therefore no pro-forma disclosures have been presented.

    LONG-LIVED ASSETS

    SFAS No. 144,  "Accounting  for the  Impairment  or  Disposal of  Long-Lived
    Assets"  establishes a single  accounting model for long-lived  assets to be
    disposed of by sale  including  discontinued  operations.  SFAS 144 requires
    that these long-lived assets be measured at the lower of the carrying amount
    or fair value less cost to sell,  whether reported in continuing  operations
    or discontinued operations.

    FINANCIAL INSTRUMENTS

    The fair  value of cash,  accounts  receivable,  accounts  payable,  accrued
    liabilities and amounts owing to related parties approximates their carrying
    value  due to the  immediate  or  short-term  maturity  of  these  financial
    instruments. The Company is not exposed to significant interest, currency or
    credit risks arising from these financial instruments.

                                       7
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


2. Significant Accounting Policies (continued)

    CONCENTRATION OF CREDIT RISK

    Financial  instruments that  potentially  subject the Company to credit risk
    consist  principally of cash.  Cash was deposited with a high credit quality
    institution.

    RECENT ACCOUNTING PRONOUNCEMENTS

    In December 2004,  the Financial  Accounting  Standards  Board (FASB) issued
    Statement of Financial  Accounting  Standard  (SFAS) No. 123R,  "SHARE BASED
    PAYMENT".  SFAS  123R  is  a  revision  of  SFAS  No.  123  "ACCOUNTING  FOR
    STOCK-BASED  COMPENSATION",  and supersedes APB Opinion No. 25,  "ACCOUNTING
    FOR STOCK ISSUED TO EMPLOYEES" and its related implementation guidance. SFAS
    123R  establishes  standards for the accounting for transactions in which an
    entity  exchanges  its equity  instruments  for goods or  services.  It also
    addresses transactions in which an entity incurs liabilities in exchange for
    goods or services  that are based on the fair value of the  entity's  equity
    instruments  or  that  may  be  settled  by the  issuance  of  those  equity
    instruments.  SFAS 123R focuses  primarily on accounting for transactions in
    which  an  entity  obtains   employee   services  in   share-based   payment
    transactions.  SFAS  123R  does  not  change  the  accounting  guidance  for
    share-based payment  transactions with parties other than employees provided
    in SFAS 123 as  originally  issued and Emerging  Issues Task Force Issue No.
    96-18,  "ACCOUNTING  FOR  EQUITY  INSTRUMENTS  THAT ARE ISSUED TO OTHER THAN
    EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR SERVICES".
    SFAS 123R does not address  the  accounting  for  employee  share  ownership
    plans,  which are subject to AICPA  Statement of Position 93-6,  "EMPLOYERS'
    ACCOUNTING FOR EMPLOYEE STOCK OWNERSHIP PLANS".  SFAS 123R requires a public
    entity to measure the cost of employee  services received in exchange for an
    award of equity  instruments based on the grant-date fair value of the award
    (with  limited  exceptions).  That cost will be  recognized  over the period
    during which an employee is required to provide  service in exchange for the
    award - the requisite service period (usually the vesting period). SFAS 123R
    requires  that  the  compensation  cost  relating  to  share-based   payment
    transactions  be  recognized  in  financial  statements.  That  cost will be
    measured  based on the fair  value of the  equity or  liability  instruments
    issued.  The  scope  of SFAS  123R  includes  a wide  range  of  share-based
    compensation  arrangements including share options,  restricted share plans,
    performance-based  awards,  share  appreciation  rights,  and employee share
    purchase plans.  Public entities that file as small business issuers will be
    required to apply SFAS 123R in the first interim or annual  reporting period
    that begins after  December 15, 2005.  The adoption of this  standard is not
    expected to have a material effect on the Company's results of operations or
    financial position.

    In December 2004, FASB issued SFAS No. 153, "EXCHANGES OF NONMONETARY ASSETS
    - AN  AMENDMENT  OF APB OPINION NO. 29". The guidance in APB Opinion No. 29,
    "ACCOUNTING  FOR NONMONETARY  TRANSACTIONS",  is based on the principle that
    exchanges of  nonmonetary  assets should be measured based on the fair value
    of the assets  exchanged.  The guidance in that Opinion,  however,  included
    certain exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to
    eliminate  the  exception for  nonmonetary  exchanges of similar  productive
    assets and replaces it with a general exception for exchanges of nonmonetary
    assets that do not have  commercial  substance.  A nonmonetary  exchange has
    commercial  substance if the future cash flows of the entity are expected to
    change significantly as a result of the exchange. The provisions of SFAS No.
    153 are  effective  for  nonmonetary  asset  exchanges  occurring  in fiscal
    periods  beginning after June 15, 2005.  Early  application is permitted and
    companies  must  apply the  standard  prospectively.  The  adoption  of this
    standard is not expected to have a material effect on the Company's  results
    of operations or financial position.

    In March 2005, the SEC staff issued Staff Accounting  Bulletin No. 107 ("SAB
    107") to give guidance on the  implementation  of SFAS No. 123R. The Company
    will consider SAB 107 during the implementation of SFAS NO. 123R.

    LOSS CONTINGENCIES

    The Company  estimates a loss  contingency  in accordance  with Statement of
    Financial Accounting Standards ("SFAS" No. 5 "Accounting for Contingencies".
    The Company accrues the loss by a charge to income when there is information
    available that it is probable that an asset has been impaired or a liability
    has been incurred and the amount of the loss can be reasonably estimated.

                                       8
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


2. Significant Accounting Policies (continued)

    GOODWILL AND OTHER INTANGIBLES

    In July 2001,  the Financial  Accounting  Standards  Board  ("FASB")  issued
    statement of Financial Accounting Standards No. 142 ("SFAS 142"),  "Goodwill
    and Other Intangible  Assets," which is effective for fiscal years beginning
    after December 15, 2001. SFAS 142 prohibits the amortization of goodwill and
    intangible  assets with  indefinite  useful  lives but  requires  that these
    assets be reviewed for  impairment at least  annually or on an interim basis
    if an event occurs or  circumstances  change that could  indicate that their
    value has diminished or been impaired. Other intangible assets will continue
    to be amortized over their estimated useful lives. In addition, the standard
    includes provisions for the  reclassification of certain existing recognized
    intangibles  as  goodwill,  reassessment  of the  useful  lives of  existing
    recognized  intangibles,  reclassification  of  certain  intangibles  out of
    previously  reported goodwill and the  identification of reporting units for
    purposes of assessing potential future impairments of goodwill.

    INCOME TAXES

    Potential  benefits of income tax losses are not  recognized in the accounts
    until  realization is more likely than not. The Company has adopted SFAS No.
    109 "Accounting for Income Taxes" as of its inception.  Pursuant to SFAS No.
    109 the Company is required to compute tax asset  benefits for net operating
    losses carried forward.  Potential  benefit of net operating losses have not
    been recognized in these financial  statements because the Company cannot be
    assured it is more likely than not it will utilize the net operating  losses
    carried forward in future years.

    INTERIM FINANCIAL STATEMENTS

    These interim unaudited financial  statements have been prepared on the same
    basis as the annual  financial  statements and in the opinion of management,
    reflect all adjustments,  which include only normal  recurring  adjustments,
    necessary to present  fairly the Company's  financial  position,  results of
    operations and cash flows for the periods  shown.  The results of operations
    for such periods are not necessarily  indicative of the results expected for
    a full year or for any future period

    RECLASSIFICATIONS

    Certain  reclassifications  have been made to the prior  period's  financial
    statements to conform to the current period's presentation.

                                       9
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


2. Business Combination

    The  Company  valued the  transaction  to acquire  Ultra  Guard based on the
    estimated fair value of the assets acquired at June 30, 2005.  Ultra Guard's
    common  stock  issued  in  the  transaction  is  thinly  traded  and  it was
    determined that the estimated fair value of the net assets  transferred ws a
    better  indicator of the value of the  transaction.  Neither Ultra Guard nor
    RCI had any significant operations at the time of the transaction.  Goodwill
    of $680,872 was established as the current assets of  $118,801were  acquired
    along with the liabilities  totalling $799,672.  The Company determined that
    the book value of the net assets  approximated  fair value in that most were
    current  assets  and  liabilities  expected  to be settled in the near term.
    Because the liabilities assumed exceeded the assets acquired, the difference
    is  recorded  as an  intangible  asset.  The  Company  is in the  process of
    determining  whether this amount should be allocated to any identifiable and
    finite lived intangible assets. The Company will also analyze the intangible
    assets for impairment.


        UltraGuard Water Systems                            June 30, 2005
        ------------------------                            -------------
        CURRENT ASSETS
          Cash                                                $   5,678
          Accounts receivable                                     4,645
          Notes receivable                                      103,710
          Prepaid expenses and deposits                           4,768
                                                              ---------

        TOTAL CURRENT ASSETS                                  $ 118,801
                                                              =========
        CURRENT LIABILITIES
          Accounts payable                                      178,078
          Accrued liabilities                                   426,404

        TOTAL CURRENT LIABILITIES                             $ 604,482

        OTHER LIABILITIES                                       195,190

        TOTAL LIABILITIES                                       799,672
                                                              ---------

        DIFFERENCE                                             (680,872)
                                                              =========

        GOODWILL                                              $ 680,872

3. Property and Equipment

    Property and equipment is stated at cost less accumulated depreciation.

                                                    September 30,   December 31,
                                                        2005            2004
                                      Accumulated     Net Book        Net Book
                             Cost    Depreciation      Value           Value
                             ----    ------------      -----           -----
                              $           $              $               $

    Property and equipment   1,405       156            1,249           --

                                       10
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

4. Loans Payable

    a)  Prior to the merger Restaurant Companies International,  Inc. received a
        note payable  totalling  $100,000  signed on April 2, 2005, for $100,000
        principal  with 8% interest per annum and matures in one year.  Interest
        is accrued and payable quarterly. Additional terms included the issuance
        of 5% of the issued and outstanding shares of the membership interest of
        Q's Franchise Company,  LLC with an option to convert the sums due to an
        additional  5%; plus 100,000  shares of the common  stock of  Restaurant
        Companies  International,  Inc. to the holder. The 100,000 shares of the
        common stock of Restaurant Companies International,  Inc. were converted
        into 66,667 shares of Creative Eateries restricted common stock.

    b)  On August 15, 2005 a debenture  payable  totalling  $50,000 was acquired
        with the  purchase of Fit & Healthy with  quarterly  interest of $1,250.
        Principal  is due on  December  1,  2005.  The  holder has the option to
        convert all or part of the principal  amount plus accrued  interest into
        common  stock,  par value $0.001 per share at a price per share equal to
        50% of the  closing  bid price of the common  stock on the date that the
        company receives notice of conversion.

<TABLE>
<CAPTION>
          Type               Description                   Date          Principal     Interest         Due Date
          ----               -----------                   ----          ---------     --------         --------
<S>       <C>               <C>                           <C>           <C>            <C>               <C>
          Note Payable       Restaurant Companies Int'l    4/2/2005      $100,000      8% / Annum       7/2/2006
          Debenture          Fit `N Healthy                8/15/2005     $ 50,000      10% / Annum      12/1/2005
</TABLE>

5. Amounts Owing to Related Parties

    Unpaid wages, consulting and loans amounting to $446,766 owing to two former
    officers and current  directors  are due on demand,  unsecured and will bear
    interest  calculated at 10% effective April 1, 2005. Included in this amount
    of $446,766 are amounts owing to the President of the Company as a result of
    loans, management fees and expenses amounting to $35,873 advanced during the
    period ending September 30, 2005. In fiscal 2003, two officer directors were
    issued 24,000 shares of common  restricted stock of the Company at $3.38 per
    share totalling  $81,120 for partial  payment of amounts owing.  During this
    fiscal  period,  on June 8, 2005 officers and  directors  were issued 18,420
    shares from the 2004 Incentive Plan of Creative at $1.00, the current market
    price on the date of issue was charged  against the amounts payable to these
    officers and  directors.  On April 29, 2005,  25,872 of Rule 144  restricted
    stock were issued at $0.70 to settle $18,110 debt owing to a company managed
    by two officers and directors.

6.   Common Stock

    a)  Stock Split

        On June 13, 2005, the Board of Directors  approved a one for one hundred
        reverse stock split of common  shares.  The Company issued one share for
        each one hundred common shares outstanding  effective June 13, 2005. All
        per share  amounts  have been  retroactively  adjusted  to  reflect  the
        reverse stock split. The number of shares outstanding  pre-reverse split
        was 60,891,806. After giving effect to the reverse split the outstanding
        shares totalled 608,918.

    b)  On November  26,  2003,  the Company  adopted The  Incentive  Plan ("the
        Plan") that was registered  with the Securities  Exchange  Commission on
        December  1, 2003 on Form S-8.  Under the Plan,  the  Company  may issue
        5,000,000 shares of common stock or grant options. During the year ended
        December 31, 2004, the Company issued all remaining  shares  pursuant to
        the Plan

    c)  Independents Contractors/Consulting Plan

        On   July   27,    2005   the   Company    adopted   the    Independents
        Contractors/Consulting  Plan (the "Plan") registered with the Securities
        Exchange  Commission  on July 27,  2005 on Form S-8.  Under the Plan the
        Company may issue  5,000,000  common shares or grant options.  On August
        3rd,  2005 the  Company  issued  2,620,000  common  shares  at $1.00 for
        consulting  services.  On August 18th the Company  issued 325,000 common
        shares at $1.00 for consulting services. The value of the shares granted
        is determined  based on the trading price of the Company's  common stock
        at the date of grant.

                                       11
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

    d)  Issuance of Restricted Common Shares

        During the fiscal  period ending  September 30, 2005 the Company  issued
        restricted  shares  pursuant to Regulation  144 to two  Consultants  for
        consulting   services   amount  to  1,200  shares  and  500,000   shares
        respectively

        Valuation of Common Stock Issued for Services and Assets

        The Company applies EITF 96-18  "Accounting for Equity  Instruments that
        are issued to Other Than Employers for Acquiring, or in Conjunction with
        Selling,  Goods  or  Services",  in  accounting  for  shares  issued  to
        consultants.  The values of these shares were based on  calculating  the
        fair market value of the stock and the services provided.

    e)  Issuance of Restricted Common Shares (continued)

        During the quarter  ending  September  30,  2005 the Company  issued the
        following common shares:

<TABLE>
<CAPTION>
                                                                                                 Fair Market
                                                                                       Shares       Value        Total
                                                                                       Issued     Per Share   Fair Value
                                                                                       ------     ---------   ----------
                                                                                          #           $            $
<S>                                                                               <C>                <C>            <C>
         Share issued to RCI shareholders in reverse merger (Note 2)                 30,802,367         0              0
         Consulting services provided pursuant to incentive plan (Note 6c)            2,945,000      1.00      2,945,000
         Consulting services provided pursuant to 144 restricted shares (Note 6d)       501,200      1.00        501,200
                                                                                     ----------     -----      ---------
                                                                                     34,248,567                3,446,200
                                                                                     ==========                =========
</TABLE>

         The terms of some  agreements for future  services are in excess of one
         year and have  various  expiry  dates.  As a result,  during the period
         ending  September  30, 2005,  $12,686 has been charged to operations as
         consulting expenses.

7. Segmented Information

    As a  result  of the  disposition  of  UltraGuard,  UltraGuard  and IFCT now
    operate  in one  business  segment  and one  geographical  area.  All of the
    Company's identifiable assets are located in the United States.

8. Legal Proceedings/Contingency Accrual

    a)  On October  20,  1998 a suit was filed in the  Supreme  Court of British
        Columbia  by an  original  shareholder  ("the  plaintiff")  against  the
        Company's  President  and  Director,  and a  former  Director  and  Vice
        President of the Company.  The plaintiff  alleges that in April of 1996,
        he purchased common shares of the Company based on a representation that
        they would be free  trading in 40 days of "the filing of a  prospectus."
        The  plaintiff  further  alleges  that in September of 1996 he purchased
        additional common shares of the Company based on the representation that
        the shares  would be free  trading  within 40 days of the common  shares
        becoming free trading and that the representation was a warranty and was
        incorrect. The plaintiff further alleges that he suffered a loss because
        the share price decreased while he was holding the shares and is seeking
        damages for breach of warranty, negligence, misrepresentation and breach
        of fiduciary  duty.  The amount  claimed is not  specified.  The Company
        filed an answer denying the claims and will continue to actively  defend
        the suit.  The suit has remained  inactive  since early 1999.  There has
        been no loss  provision  accrued  pursuant  to this  action  against the
        Company as the probability of incurring a material loss is remote.

    b)  On April 25, 2003,  Chelverton  Fund Limited filed a suit in the Supreme
        Court of British Columbia against  UltraGuard for non-payment of debt in
        the amount of $155,000.  UltraGuard  entered an  appearance  and filed a
        defence  against this claim and  attempted  to  negotiate a  settlement.
        Chelverton filed  additional  information that supported their claim and
        UltraGuard  responded with a "no defines" position.  Judgment was issued
        in the amount of $183,944  (Cnd$234,642)  including  interest  and legal
        costs.  On April 5, 2004 the Company  appeared  in the Supreme  Court of
        British  Columbia  to provide  to  Chelverton  and the  court,  specific
        information  pertaining to the  Company's  assets and its ability to pay
        the  judgment  including  interest.  The  hearing was  adjourned  with a
        requirement  that  UltraGuard  provide  additional   detailed  financial
        information.  This  information  has now been  provided.  The Company is
        currently in discussions with Baker Tilley Co. voluntary liquidators for
        Chelverton  to  reach  a  settlement  on  this  debt.  At  this  time no
        settlement has been concluded.

                                       12
<PAGE>
                          Creative Eateries Corporation
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)


8. Legal Proceedings/Contingency Accrual (continued)

        On June 6,  2003 a group of  shareholders  (Shareholder  Group)  filed a
        consent  resolution,  which,  among other things  elected a new slate of
        directors  and revised the  Company's  by-laws.  The Company  refused to
        accept  the  consent  resolution  or  by-laws  as in the  opinion of the
        Company's legal counsel,  the consent resolutions were not in accordance
        with Nevada  Statutes or the filing  requirements  of the  Security  and
        Exchange  Commission.  At a  directors  meeting  held June 9, 2003,  the
        Company elected two additional directors;  Edward White and Erin Strench
        to the Company's board,  bringing the total number of directors to five.
        On June  16,  2003  the  Shareholder  Group  filed  for and  obtained  a
        temporary  restraining  order  (TRO)  against  the  Company and its five
        directors  prohibiting  the Company,  from among other  things,  issuing
        stock,  transferring assets,  changing management and other actions that
        would  affect  the  status  quo  of  the  Company.   In  addition,   two
        shareholders issued writs against various directors,  alleging breach of
        fiduciary  duty in respect of the issue of certain  common shares to the
        Company's  officers  others.  On June 24, 2003, in  discussions  between
        legal counsel for plaintiff,  respondent and the hearing Judge,  the TRO
        was  vacated and a date of July 2, 2003 was set for a new TRO hearing to
        be held in Reno,  Nevada.  At the July 2, 2003 the TRO hearing Judge did
        not grant a TRO and requested the plaintiff and respondent file a series
        of three briefs  outlining their position.  The first brief was filed on
        July 11, 2003 by the Company's counsel.  The plaintiff responded on July
        18,  2003 and the  Company's  counsel  filed the final brief on July 25,
        2003. The Judge has not made a ruling on the TRO. The Company's  counsel
        has  responded to the various  other suits filed against the Company and
        its  directors.  Counsel for the Company was  successful in moving these
        actions from Nevada State jurisdiction to federal jurisdiction.

        In March 2004 the  Company's  legal  counsel  filed to withdraw from the
        action as a result of  non-payment of legal fees. The court approved the
        withdrawal  of the lawyer on two of the four cases.  By April 29,  2004,
        the  Plaintiff  and the  Defendant  were  required  to  file a  proposed
        pre-trial  order with the Federal  Court.  The Company and the Plaintiff
        requested  and  received an  extension to August 26, 2004 to settle this
        matter or file the pre-trial order, which upon approval;  the Court will
        set down for trial.  On October  28, 2004 the  Company  jointly  filed a
        pre-trial  notice and on November 15, 2004 in a conference call with the
        sitting  Judge a trial date was set for February 22, 2005.  Prior to the
        trial date the parties  reached a settlement  on all matters.  Under the
        terms of the settlement, the Plaintiffs agreed to and have dismissed all
        of the lawsuits and have  cancelled all debts owed by the Company to the
        Plaintiff amounting to about $98,797.

    c)  The Company has made a provision  for a loss of $27,000 in a claim filed
        with the British Columbia Labor Relations (LRB) Board,  made by a former
        employee  for  wrongful  dismissal.  The  loss  amount  was  the  amount
        determined by the LRB. This amount  represented  the total probable loss
        of the  lawsuit  and has been  recorded  as an accrued  liability  as of
        December  31, 2004 and 2003.  On October 20, 2005 the  employee  filed a
        lawsuit in the Supreme Court of British Columbia against the Company and
        a former subsidiary;  UV Systems Technology Inc whom the former employee
        was employed by, claiming wrongful dismissal.  UV Systems Technology Inc
        has filed a  Statement  of  Defense.  Counsel  for the  former  employee
        informed the Company that counsel will be filing an amended Statement of
        Claim.  At this  time  the  revised  Statement  of  Claim  has not  been
        received.

9. Subsequent Events

    On October 4, 2005 the Company completed a Purchase Agreement with Franchise
    Capital Corporation.  Creative purchased from Franchise Capital its interest
    in Kokopelli Sonoran Grill,  Comstock Jakes,  Cousin Vinnie's Italian Diner,
    and  Kirby  Foo's  Asian  Grill.  As per the  Agreement,  Creative  will pay
    $200,000 cash and 3,583,667 shares of Creative's common stock. Currently the
    Company  is  in  re-negotiations  with  Franchise  Capital  Corporation  and
    anticipates an amendment,  or rescission,  to the October Purchase Agreement
    prior to December 31, 2005.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF  OPERATIONS  AND
        FINANCIAL CONDITIONS

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This report contains  forward-looking  statements  within the meaning of Section
27A of the  Securities  Act and  Section  21E of the  Securities  Exchange  Act.
Forward-looking statements deal with our current plans, intentions,  beliefs and
expectations  and are  statements  of future  economic  performance.  Statements
containing  terms  like  "believes",  "does not  believe",  "plans",  "expects",
"intends", "estimates",  "anticipates", and other phrases of similar meaning are
considered to imply uncertainty and are forward-looking statements.

Forward-looking  statements  involve known and unknown  risks and  uncertainties
that may cause our actual  results in future periods to differ  materially  from
what is currently  anticipated.  We make cautionary  statements  throughout this
report and the  documents we have  incorporated  by reference,  including  those
stated  under the  heading  "Risk  Factors".  You should  read these  cautionary
statements  as  being  applicable  to  all  related  forward-looking  statements
wherever they appear in this report,  the materials  referred to in this report,
and the materials incorporated by reference into this report.

We cannot  guarantee  our future  results,  levels of activity,  performance  or
achievements.  Neither we nor any other person  assumes  responsibility  for the
accuracy and completeness of these forward-looking  statements.  We are under no
duty to  update  any of the  forward-looking  statements  after the date of this
report.

Where we say "we",  "us",  "our",  or "the Company",  we mean Creative  Eateries
Corporation and its subsidiaries.

MANAGEMENT DISCUSSION-OVERVIEW

Creative Eateries  Corporation  (Creative  Eateries)  (formerly  Vancouver-based
UltraGuard Water System Corp) or ("Company"), is a franchise development company
organized    to    capitalize    on    the    new,     growing     demand    for
"fast-casual/full-service"  restaurants in North America.  Creative  Eateries is
poised to take  advantage  of this new  phenomenon  by  targeting  emerging  and
undervalued  restaurant/franchise  concepts and owning equity  directly in these
brands.  Creative  Eateries  intends  to grow  these  brands  through  expanding
corporate  growth and  franchising  by leveraging its skilled team of restaurant
and  franchise  development  professionals,  deep  operational  expertise  and a
database of potential franchisees.

The Company  was  incorporated  in Nevada in August 1990 under the name  Service
Systems  International  Ltd and was inactive  until eight  Canadian and European
individuals acquired it in July 1995.

For the period up to  February  2002 they were the  designer,  manufacturer  and
marketer of state of the art  ultraviolet  disinfection  systems for  wastewater
disinfection with additional application  possibilities in potable water. During
fiscal 2002 the  Company  changed its  business  focus away from only  providing
ultraviolet equipment for wastewater  disinfection to the treatment of water for
drinking and other uses, coupled with ultraviolet and filtration.

In fiscal 2002 the Company discontinued the manufacturing of wastewater products
and entered into various  agreements to change it business focus. The wastewater
business was licensed to Clearwater Industries Ltd.

The emphasis of the Company's  business  remained in  ultraviolet  disinfection,
however  they now target  drinking  water with  systems  developed  for low-flow
drinking water  application.  The systems  identified  are, Point of Entry (POE)
purification  system,  which is installed  where the water enters the home,  and
Point of Use (POU) purification system, which is located at the faucet

                                       14
<PAGE>
During 2002, the Company was unable to raise the additional  funds  necessary to
continue the operations of UVS and with UVS  liabilities  exceeding  assets by a
significant  amount,  the board of directors  and investors  determined  that by
selling UVS the Company could continue viable operations  pursuing a new product
focus (see Our Products).

On  December  31, 2002 the  Company  entered  into  various  agreements  for the
disposition of UVS and the removal of the UVS debt and receivable carried on the
Company's  financial   statements.   Manufacturing  and  marketing  of  the  UVS
technology had been  discontinued  by the Company and was licensed to Clearwater
Industries in February  2002.  The purchaser of UVS was 659999 BC Ltd.  Terms of
the sale  included  the transfer by UVS to the Company of all current and future
revenue that may accrue as a result of the UVS technology. Full details of these
agreements are available on Form 8K filed with the SEC on January 15, 2003.

In  December  2002  the  Company  added  an  additional   business  focus;   the
manufacturing  and  marketing  of a primary,  alternative  and  emergency  power
generating  Magnesium-Air power cell. Through a reverse acquisition concluded on
December 31, 2002 UltraGuard Water Systems Corp.  ("UltraGuard") acquired all of
the outstanding stock of Innovative Fuels Cell  Technologies Inc ("IFCT").  IFCT
is the holder of an option to purchase  worldwide  manufacturing  and  marketing
rights to a 12-volt  Magnesium-Air Semi Fuel Cell from MagPower Systems Inc. for
use  with  UltraGuard's  Point  of Use and  Point  of  Entry  Ultraviolet  Water
Purification  System,  and for ancillary uses such as lighting,  radio and other
low energy electrical needs.

On March 14, 2003 IFCT exercised the license for the Fuel Cell.

On April 21, 2005,  the Company's  directors  voted to change its business focus
and move  UltraGuard  into  restaurant  franchising by signing an agreement with
American Restaurant  Development Company to identify opportunities in restaurant
franchising.  The directors  also voted to reorganize the Company and brought it
to the  shareholders  in a special meeting held on June 13, 2005. At the meeting
shareholder  approved  the name change to Creative  Eateries  Corporation  and a
reverse split of the Companies common stock of 1:100.

On May 3, 2005 the directors  approved the sale of all of Creative's  filtration
and disinfection  technologies and intellectual property to Innovative Fuel Cell
Technologies Inc. On June 30, 2005 the sale was completed. As a condition of the
sale,  all  the  shares  of  Innovative  Fuel  Cell  Technologies  Inc  will  be
distributed on a prorate basis to the Creative's shareholders of record June 13,
2005.

In a recent event, on October 4, 2005 the Company completed a Purchase Agreement
with Franchise Capital  Corporation.  Creative  purchased from Franchise Capital
its interest in Kokopelli Sonoran Grill, Comstock Jakes, Cousin Vinnie's Italian
Diner,  and Kirby Foo's Asian Grill.  As per the  Agreement,  Creative  will pay
$200,000 cash and 3,583,667  shares of  Creative's  common stock.  Currently the
Company is in negotiations with Franchise Capital Corporation and anticipates an
amendment,  or rescission,  to the October Purchase  Agreement prior to December
31, 2005.

RESULTS OF OPERATIONS

The Company had revenue of $505 for the nine months  ending  September 30, 2005.
This  revenue  relates to  services  from the  Company's  business  prior to the
merger.

Total general and  administrative  operating expenses for the nine months ending
September 30, 2005 were $691,807.  This was primarily for consulting fees, which
and the issuance of the Company's common stock for these fees.

The Company recorded a net loss for the nine months ending September 30, 2005 of
$700,093.  This  loss  was  primarily  due to the  expense  related  to  various
consultants.  The consultants provide such services and advice to the Company in
business development, business strategy and corporate image.

                                       15
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company  experienced a cash outflow of $(158,287) from operating  activities
during the nine months ending September 30, 2005.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The  preparation  of our  financial  statements in  conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  our
management to make certain  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
revenues and expenses during the reporting  period.  As such, in accordance with
the use of  accounting  principles  generally  accepted in the United  States of
America,  our actual  realized  results  may differ  from  management's  initial
estimates  as reported.  A summary of our  significant  accounting  policies are
detailed  in the  notes  to  the  financial  statements  which  are an  integral
component of this filing.

CERTAIN RISK FACTORS AFFECTING OUR BUSINESS

Our  business  involves  a high  degree  of  risk.  Potential  investors  should
carefully  consider the risks and  uncertainties  described  below and the other
information  in this report before  deciding  whether to invest in shares of our
common  stock.  If any of the  following  risks  actually  occur,  our business,
financial condition, and results of operations could be materially and adversely
affected.  This could  cause the trading  price of our common  stock to decline,
with the loss of part or all of an investment in the common stock.

WE HAVE A LIMITED  OPERATING  HISTORY AND THERE IS NO ASSURANCE THAT OUR COMPANY
WILL  ACHIEVE  PROFITABILITY.   Until  recently,  we  have  had  no  significant
operations with which to generate profits or greater liquidity. Although we have
recently  established joint ventures with various fast-casual dining restaurants
in keeping with our proposed  business model, we have not generated a meaningful
amount of operating revenue and we have a very limited current operating history
on which investors can evaluate our potential for future success. Our ability to
generate revenue is uncertain and we may never achieve profitability.  Potential
investors  should  evaluate  our  company  in  light  of the  expenses,  delays,
uncertainties,   and   complications   typically   encountered   by  early-stage
businesses,  many of which will be beyond our control.  These risks  include the
following:

     *    lack of sufficient capital,
     *    unanticipated problems,  delays, and expenses relating to acquisitions
          of  other   businesses,   concepts,   or   product   development   and
          implementation,
     *    licensing and marketing difficulties,
     *    competition, and
     *    uncertain market acceptance of our products and services.

As a result of our  limited  operating  history,  our plan for  growth,  and the
competitive  nature  of the  markets  in which  we may  compete,  our  company's
historical  financial data are of limited value in anticipating  future revenue,
capital requirements,  and operating expenses.  Our planned capital requirements
and  expense  levels  will  be  based  in part  on our  expectations  concerning
potential  acquisitions,  capital  investments,  and future  revenue,  which are
difficult  to  forecast  accurately  due  to  our  company's  current  stage  of
development.  We  may be  unable  to  adjust  spending  in a  timely  manner  to
compensate  for  any  unexpected  shortfall  in  revenue.  Once we  acquire  new
restaurant  concepts,  product  development and marketing  expenses may increase
significantly as we expand operations. To the extent that these expenses precede
or are not rapidly followed by a corresponding increase in revenue or additional
sources of financing,  our business,  operating results, and financial condition
may be materially and adversely affected.

WE MAY NEED SIGNIFICANT INFUSIONS OF ADDITIONAL CAPITAL.  Based upon our current
cash reserves and forecasted operations,  we believe that we will need to obtain
outside funding. We may require significant  additional  financing in the future

                                       16
<PAGE>
in order to  further  satisfy  our cash  requirements.  Our need for  additional
capital to finance our business strategy, operations, and growth will be greater
should, among other things,  revenue or expense estimates prove to be incorrect.
If we fail to arrange for sufficient  capital in the future,  we may be required
to reduce the scope of our  business  activities  until we can  obtain  adequate
financing. We cannot predict the timing or amount of our capital requirements at
this  time.  We may not be able to obtain  additional  financing  in  sufficient
amounts or on acceptable  terms when needed,  which could  adversely  affect our
operating  results and prospects.  Debt  financing must be repaid  regardless of
whether or not we generate  profits or cash flows from our business  activities.
Equity financing may result in dilution to existing shareholders and may involve
securities that have rights,  preferences,  or privileges that are senior to our
common stock.

WE WILL FACE A VARIETY OF RISKS ASSOCIATED WITH ESTABLISHING AND INTEGRATING NEW
JOINT VENTURES.  The growth and success of our company's business will depend to
a great  extent  on our  ability  to find  and  attract  appropriate  restaurant
concepts  with which to form joint  ventures  in the future.  We cannot  provide
assurance that we will be able to

     *    identity suitable restaurant concepts,
     *    form joint ventures on commercially acceptable terms,
     *    effectively  integrate the  operations of any joint  ventures with our
          existing operations,
     *    manage effectively the combined operations of the businesses,
     *    achieve our  operating and growth  strategies  with respect to the new
          joint ventures, or
     *    reduce our  overall  selling,  general,  and  administrative  expenses
          associated with the new joint ventures.

The integration of the management,  personnel,  operations,  products, services,
technologies,  and facilities of any businesses that we associate ourselves with
in the future could involve  unforeseen  difficulties.  These difficulties could
disrupt our ongoing  businesses,  distract our  management  and  employees,  and
increase  our  expenses,  which  could  have a  material  adverse  affect on our
company's business, financial condition, and operating results.

WE DEPEND ON OUR CURRENT MANAGEMENT TEAM. Our company's success will depend to a
large  degree upon the skills of our current  management  team and  advisors and
upon our ability to identify,  hire, and retain  additional  senior  management,
sales,  marketing,  technical,  and financial  personnel.  We may not be able to
retain our  existing  key  personnel  or to attract  and retain  additional  key
personnel. The loss of any of our current executives,  employees, or advisors or
the failure to attract, integrate, motivate, and retain additional key employees
could have a material adverse effect on our company's  business.  We do not have
"key person" insurance on the lives of any of our management team.

OUR  COMPANY  MAY NOT BE ABLE TO MANAGE ITS GROWTH.  We  anticipate  a period of
significant  growth. This growth could cause significant strain on our company's
managerial,  operational,  financial,  and other resources.  Success in managing
this expansion and growth will depend,  in part,  upon the ability of our senior
management  to manage  effectively  the growth of our  company.  Any  failure to
manage the proposed  growth and  expansion of our company  could have a material
adverse effect on our company's business.

THERE IS NO ASSURANCE THAT OUR FUTURE  PRODUCTS AND SERVICES WILL BE ACCEPTED IN
THE  MARKETPLACE.  Our products and  services  may not  experience  broad market
acceptance.  Any market  acceptance for our company's  products and services may
not  develop  in a timely  manner or may not be  sustainable.  New or  increased
competition may result in market saturation,  more competitive pricing, or lower
margins. Further, overall performance and user satisfaction may be affected by a
variety of  factors,  many of which will be beyond our  company's  control.  Our
company's  business,   operating  results,  and  financial  condition  would  be
materially  and  adversely  affected if the market for our products and services
fails to develop or grow,  develops or grows more slowly  than  anticipated,  or
becomes  more  competitive  or if our  products and services are not accepted by
targeted customers even if a substantial market develops.

                                       17
<PAGE>
WE MAY FACE STIFF  COMPETITION.  There are existing companies that offer or have
the ability to develop  products and services  that will compete with those that
our  company  may offer in the  future.  These  include  large,  well-recognized
companies with  substantial  resources and  established  relationships  in their
respective industries. Their greater financial,  technical, marketing, and sales
resources  may permit them to react more  quickly to emerging  technologies  and
changes  in  customer  requirements  or  to  devote  greater  resources  to  the
development,  promotion,  and sale of competing products and services.  Emerging
companies  also may develop and offer  products and  services  that compete with
those offered by our company.

OUR COMMON STOCK MAY BE SUBJECT TO THE "PENNY STOCK" RULES AS PROMULGATED  UNDER
THE EXCHANGE ACT. In the event that no exclusion  from the  definition of "penny
stock"  under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act") is available,  then any broker  engaging in a transaction in our company's
common stock will be required to provide its  customers  with a risk  disclosure
document,   disclosure  of  market  quotations,   if  any,   disclosure  of  the
compensation of the broker-dealer  and its sales person in the transaction,  and
monthly account statements showing the market values of our company's securities
held in the customer's  accounts.  The bid and offer quotation and  compensation
information  must be provided  prior to effecting  the  transaction  and must be
contained  on the  customer's  confirmation  of sale.  Certain  brokers are less
willing to engage in  transactions  involving  "penny stocks" as a result of the
additional  disclosure  requirements  described  above,  which  may make it more
difficult for holders of our company's common stock to dispose of their shares.

ITEM 3. CONTROL AND PROCEDURES

Evaluation of disclosure controls and procedures

As at the  end of the  period  covered  by  this  report,  the  Company's  Chief
Executive  Officer and Chief Financial  Officer carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure.  Based on
the  evaluation,  the  Chief  Executive  Officer  and  Chief  Financial  Officer
concluded  that,  as at the  end of the  period  covered  by  this  report,  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods  specified  in the  Commission's  rules and  forms  and to  ensure  that
information required to be disclosed by us in the reports that we file or submit
under the  Exchange  Act is  accumulated  and  communicated  to our  management,
including our principal  executive and principal  financial officer,  or persons
performing similar functions, as appropriate to allow timely decisions regarding
disclosure

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 20, 1998 a suit was filed in the Supreme Court of British Columbia by
Thomas O'Flynn against  Service  Systems,  Kenneth  Fielding  (Service  Systems'
President  and  Director),  and  Charles  P Nield (a  former  Director  and Vice
President of the Company).  O'Flynn  alleges that in April of 1996, he purchased
shares of Service  Systems'  common  stock based on a  representation  that they
would be free  trading in 40 days of "the  filing of a  prospectus".  He further
alleges  that, in September of 1996,  he purchased  additional  shares of common
stock based on the  representation  that the shares would be free trading within
40 days of the common stock  becoming  free  trading.  O'Flynn  alleges that the
representation  was a warranty  and was  incorrect.  He further  alleges that he
suffered a loss  because  the share  price  decreased  while he was  holding the
shares. He seeks damages for breach of warranty,  negligence,  misrepresentation
and breach of fiduciary  duty. The amount claimed is not specified.  The Company
filed an answer  denying the claims and  continues to actively  defend the suit.
Examination  for discovery of Charles P Nield was conducted in June 1999,  since
then there has been no further activity.

On April 25, 2003,  Chelverton Fund Limited filed a suit in the Supreme Court of
British  Columbia  against the Company for  non-payment of debt in the amount of

                                       18
<PAGE>
$155,000.  The Company  entered an appearance  and filed a defence  against this
claim and  attempted  to negotiate a  settlement.  Chelverton  filed  additional
information  that  supported  their claim and the Company  responded  with a "no
defines"   position   and   judgment  was  issued  in  the  amount  of  $193,944
(Cnd$234,642)  including  interest  and legal costs On April 5, 2004 the Company
appeared  in  Supreme  Court to provide to  Chelverton  and the court,  specific
information  pertaining  to the  Company's  assets  and its  ability  to pay the
judgment  including  interest.  The  Company was  required to and has,  provided
additional detailed financial information. No further activity has occurred.

On June 6, 2003 a group of  shareholders  consisting  of the original  owners of
Innovative  Fuel  Cell  Technologies  Inc  (Shareholder  Group)  filed a consent
resolution,  which  among  other  things  elected a new slate of  directors  and
revised  the  company  by-laws.  The  Company  refused  to  accept  the  consent
resolution  or bylaws as in the  opinion of the  Company's  legal  counsel,  the
consent  resolutions  were not in accordance  with Nevada Statutes or the filing
requirements of Security and Exchange  Commission.  At a directors  meeting held
June 9th, 2003, the Company elected two additional directors; Edward a White and
Erin  Strench to the Company  board,  bringing  the total number of directors to
five. On June 16, 2003 the Shareholder  Group filed for and obtained a temporary
restraining  order (TRO) against the Company and its five  director  prohibiting
the  Company  from among  other  things,  issuing  stock,  transferring  assets,
changing  management  and other  actions that would affect the STATUS QUO of the
Company.  In addition two shareholders  issued writs against the four directors,
alleging  breach of  fiduciary  duty in respect  of the issue of certain  common
shares to John Gaetz, Ken Fielding and others.  On June 24, 2003, in discussions
between legal counsel for plaintiff,  respondent  and the hearing  Judge;  Judge
Adams,  the TRO was  vacated  and a date of July 2,  2003  was set for a new TRO
hearing to be held in Reno,  Nevada. At the July 2, 2003 TRO hearing Judge Adams
did not grant a TRO and requested the plaintiff and respondent  file a series of
three briefs  outlining  their  position.  The first brief was filed on July 11,
2003 by our counsel.  The  plaintiff  responded on July 18, 2003 and our counsel
filed the final brief on July 25, 2003.  The Company's  counsel has responded to
the various other suits filed against the Company and its directors. The Company
had  attempted  during the second  quarter to have these cases moved from Nevada
State court to federal court and in the third quarter we were advised that these
cases would be heard in federal court. Subsequent to December 31, 2003, in March
2004 the  Company's  legal counsel filed to withdraw from the action as a result
of  non-payment  of legal fees.  The court approved the withdrawal in two of the
four cases.  By April 29, 2004,  the  Plaintiff  and the  Defendant  must file a
proposed pre-trial order with the Federal Court, which upon approval,  the Court
will set down for trial.  During this  quarter  the  Company  and the  Plaintiff
requested  and received an extension to August 26, 2004 to settle this matter or
file the  pre-trial  order,  which  upon  approval,  the Court will set down for
trial.  On October 28, 2004 we jointly filed a pre-trial  notice and on November
15, 2004 in a  conference  call with the sitting  Judge a trial date was set for
February 22, 2005.  During this fiscal period,  one of the  Plaintiffs  withdrew
from the  action.  On October 28,  2004 the  Company  jointly  filed a pre-trial
notice and on November  15, 2004 in a conference  call with the sitting  Judge a
trial date was set for February  22,  2005.  Prior to the trial date the parties
reached a settlement  on all  matters.  Under the terms of the  settlement,  the
Plaintiffs  agreed to and have  dismissed all of the lawsuits and have cancelled
all debts owed by the Company to the Plaintiff amounting to about $98,797.

ITEM 2. CHANGES IN SECURITIES

During the six months ended  September 30, 2005 the Company issued the following
shares for the listed consideration

                                 Residency/      Consideration
  Date            Shares         Citizenship       Valued at         Exemption
  ----            ------         -----------       ---------         ---------
July 01/05         500,000          USA             $ 50,000          Reg 144
July 07/05       2,500,000          USA             $250,000          S-8*
July 07/05         120,000          CANADA          $ 12,000          S-8*
July 07/05         300,000          USA             $ 30,000          S-8*
July 07/05          25,000          USA             $  2,500          S-8*
July 11/05      30,802,367          USA             $289,803.55       Reg 144
Sept 16/05           1,200          USA             $    120          Reg 144

----------
*  Registered S-8 on July 27, 2005

                                       19
<PAGE>
At a special  meeting of the  shareholder  held June 13, 2005, the  shareholders
approved a 1 for 100 reverse split of the Company stock which has been accounted
for retroactively.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are either attached hereto or incorporated  herein by
reference as indicated:

Exhibit
Number                        Description
------                        -----------
31.1 Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32   Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

(b) The  Registrant  has not filed any  Current  Reports  on Form 8-K during the
nine-month period covered by this Quarterly Report.

-    On July 11, 2005, the Company filed a Current Report on Form 8-K.
     *    ITEM 2.01 Completion of Acquisition or Disposition of Assets;
          *    Change of business and transfer of assets

-    On July 12, 2005, the Company filed a Current Report on Form 8-K.

     *    ITEM 2.01 Completion of Acquisition or Disposition of Assets;
          *    Restaurant  Companies  International,  Inc. and Creative Eateries
               Corporation finalized a share exchange agreement.

-    On July 12, 2005, the Company filed a Current Report on Form 8-K.
     *    ITEM 2.01 Completion of Acquisition or Disposition of Assets;
          *    Purchase   Agreement  with  Franchise  Capital   Corporation  for
               Fit-n-Healthy Market Cafe.

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                          CREATIVE EATERIES CORPORATION


Date: December 14, 2005                  By: /s/ Frank Holdraker
                                            ------------------------------------
                                         Title: Frank Holdraker, President
                                                Director


Date: December 14, 2005                  By: /s/ Cheryl Brock
                                            ------------------------------------
                                         Title: Cheryl Brock, CFO

                                       20
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                        Description
------                        -----------
31.1 Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification  pursuant to SEC Release No. 33-8238,  as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32   Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002