Edgar Filing: ALTRIMEGA HEALTH CORP

SCHEDULE 14C
(RULE 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

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[X] Preliminary information statement [ ] Confidential, for use of the
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[ ] Definitive information statement by Rule 14c-5(d)(2))

ALTRIMEGA HEALTH CORPORATION
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(Name of Registrant as Specified in Its Charter)

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PRELIMINARY INFORMATION STATEMENT
DATED: JANUARY 11, 2005

ALTRIMEGA HEALTH CORPORATION
4702 OLEANDER DRIVE
SUITE 200
MYRTLE BEACH, SOUTH CAROLINA 29577
(843) 497-7028

INFORMATION STATEMENT

This information statement (the "Information Statement") is furnished
to the shareholders of Altrimega Health Corporation, a Nevada corporation (the
"Company"), with respect to certain corporate actions of the Company. This
Information Statement is first being provided to shareholders on or about
January 28, 2005.

The corporate actions involve the following three (3) proposals
(individually, a "Proposal" and, collectively, the "Proposals"):

1. Amendment of the Company's Articles of Incorporation to change the
name of the Company to Top Gun Sports & Entertainment, Inc.;

2. Authorize a 1-for-1000 reverse stock split for the Company's
outstanding common stock, par value $0.001 per share;

3. Election of three (3) directors of the Company; and

ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
JANUARY 12, 2005 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE ON
THE PROPOSALS. MEMBERS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S SHARES OF COMMON STOCK ENTITLED TO VOTE
ON THE PROPOSALS HAVE INDICATED THEIR INTENTION TO VOTE IN FAVOR OF THE
PROPOSALS. AS A RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE
VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

BY ORDER OF THE BOARD OF DIRECTORS

JOHN W. GANDY, PRESIDENT

Myrtle Beach, South Carolina
January 11, 2005

TABLE OF CONTENTS

PAGE NO.

ABOUT THE INFORMATION STATEMENT...............................................1
What Is The Purpose Of The Information Statement?.........................1
Who Is Entitled To Notice?................................................1
What Corporate Matters Will The Principal Shareholders Vote For And
How Will They Vote?....................................................1
What Are The Board Of Directors' Recommendations?.........................2
What Vote Is Required To Approve Each Proposal?...........................2
What Is The Purpose Of The Proposals?.....................................2
Why has the Company Abandoned its Decision to Increase The Authorized
Shares of Common Stock for the Conversion of The Outstanding Shares
of Series A Preferred Stock?...........................................2
Shareholders Who Intend To Vote In Favor Of The Proposals.................3

STOCK OWNERSHIP...............................................................4

FINANCIALS STATEMENTS OF ALTRIMEGA HEALTH CORPORATION.........................5

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...................28
Disagreements With Accountants...........................................35

BUSINESS COMBINATION.........................................................36

FINANCIALS STATEMENTS OF TOP GUN SPORTS & ENTERTAINMENT, INC.................37

Independent Auditor's Report.................................................38

PRO FORMA FINANCIAL INFORMATION..............................................47

PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE
COMPANY'S NAME TO TOP GUN SPORTS & ENTERTAINMENT, INC....................54
Recommendation Of The Board Of Directors.................................54

PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO APPROVE A
1-FOR-1000 REVERSE STOCK SPLIT...........................................55
Purpose Of Common Stock..................................................55
Recommendation Of The Board Of Directors.................................56

PROPOSAL 3 - ELECTION OF DIRECTORS...........................................57
Directors Standing for Election..........................................57
Recommendation of the Board of Directors.................................57
Current Directors and Officers...........................................57
Executive Compensation...................................................58
Certain Relationships And Related Transactions...........................59

DESCRIPTION OF SECURITIES....................................................60

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON.....62

PROPOSALS BY SECURITY HOLDERS................................................62

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS.................62

ALTRIMEGA HEALTH CORPORATION
4702 OLEANDER DRIVE
SUITE 200
MYRTLE BEACH, SOUTH CAROLINA 29577

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

INFORMATION STATEMENT
JANUARY 11, 2005

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

This information statement ("Information Statement") contains
information related to certain corporate actions of Altrimega Health
Corporation, a Nevada Corporation (the "Company"), and is expected to be mailed
to shareholders on or about January 28, 2005.

ABOUT THE INFORMATION STATEMENT

WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?

This Information Statement is being provided pursuant to Section 14 of
the Securities Exchange Act of 1934 to notify the Company's shareholders as of
the close of business on January 12, 2005 (the "Record Date") of corporate
action expected to be taken pursuant to the written consents of principal
shareholders. Shareholders holding a majority of the Company's outstanding
common stock are expected to act upon certain corporate matters outlined in this
information statement, which action is expected to take place on February 22,
2005, consisting of the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company to Top Gun Sports &
Entertainment, Inc., to authorize a 1-for-1000 reverse split of the Company's
outstanding common stock, and to elect (3) directors of the Company. These
actions relate to the acquisition through a share exchange agreement of Top Gun
Sports of Entertainment, Inc. ("Top Gun Sports").

WHO IS ENTITLED TO NOTICE?

Each holder of an outstanding share of common stock as of record on the
close of business on the Record Date will be entitled to notice of each matter
to be voted upon pursuant to written consents. Shareholders as of the close of
business on the Record Date that hold in excess of fifty percent (50%) of the
Company's 49,139,950 issued and outstanding shares of common stock have
indicated that they will vote in favor of the Proposals. Under Nevada corporate
law, all the activities requiring shareholder approval may be taken by obtaining
the written consent and approval of more than 50% of the holders of voting stock
in lieu of a meeting of the shareholders. No action by the minority shareholders
in connection with the Proposals is required.

WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW WILL
THEY VOTE?

Shareholders holding a majority of the outstanding common stock
required to vote on each matter have indicated that they will vote for the
following Proposals:

o FOR the APPROVAL of an amendment to the Company's Articles of
Incorporation to change the name of the Company to Top Gun Sports &
ENTERTAINMENT, Inc. (see page 54).

o FOR the APPROVAL to authorize a 1-for-1000 reverse split of the
Company's outstanding common stock. (see page 55).

o FOR the election of three (3) directors of the Company (see page
57).

WHAT ARE THE BOARD OF DIRECTORS' RECOMMENDATIONS?

The Board of Directors' recommendations are set forth together with the
description of each item in this Information Statement. In summary, the Board
recommends a vote:

o FOR the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company from Altrimega
Health Corporation to Top Gun Sports & Entertainment, Inc. (see page
54).

o FOR the approval of 1-for-1000 reverse split of the Company's
outstanding common stock. (see page 56).

o FOR the election of three (3) directors of the Company (see page
57).

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

As of the Record Date, the Company had 49,139,950 shares of issued and
outstanding shares of common stock.

CORPORATE NAME CHANGE. For the Proposal to change the name of the
Company to Top Gun Sports & Entertainment, Inc., a vote of a majority of the
common stock is required for approval of the Proposal. As a result, the vote of
at least 24,569,976 outstanding shares of common stock are required to approve
the Proposal.

REVERSE SPLIT. For the Proposal to authorize a 1-for-1000 reverse split
of the outstanding shares of common stock, a vote of a majority of the common
stock is required for approval of the Proposal. As a result, the vote of at
least 24,569,976 outstanding shares of common stock are required to approve the
Proposal.

ELECTION OF DIRECTORS. For the Proposal to elect the (3) directors, a
plurality of the shares of common stock is required for the approval of the
Proposal. Because a majority of the outstanding shares of common stock have
indicated that they will vote in favor of this proposed slate of directors, this
Proposal should be approved.

The shareholders that have indicated an intention to vote in favor of
the Proposals and the number of shares of common stock within their voting
control as of the new Record Date (January 12, 2005) are described below. These
shareholders have 50.0517% of the shares of common stock. Accordingly, these
shareholders have sufficient shares to approve all of the Proposals.

WHAT IS THE PURPOSE OF THE PROPOSALS?

The purpose of the Proposals is to consummate the change the name of
the Company and effect a reverse stock split as a condition of its pending share
exchange with Top Gun Sports & Entertainment, Inc. of Nevada.

WHY HAS THE COMPANY ABANDONED ITS DECISION TO INCREASE THE AUTHORIZED SHARES OF
COMMON STOCK FOR THE CONVERSION OF THE OUTSTANDING SHARES OF SERIES A PREFERRED
STOCK?

During the end of December 2004 and the beginning of January 2005, each
holder of Series A Preferred Stock ("the Preferred Stock") agreed to the
cancellation of their shares of Preferred Stock. As a result, the Company no
longer needs to increase its authorized shares, or issue shares of common stock,
relating to the Preferred Stock.

SHAREHOLDERS WHO INTEND TO VOTE IN FAVOR OF THE PROPOSALS

The table below indicates the holders of shares of the Company's common
stock that have indicated their intention to vote in favor of the Proposals.

PERCENTAGE
COMMON SHARES OWNERSHIP OF
SHAREHOLDER OWNED COMMON STOCK(6)
---------------------------- ------------- ---------------
CAPITAL PROPS. CONS., LLC(1) 1,668,250 3.3949%
EARL INGARFIELD 2,611,430 5.3143%
CHICORA BEACH HOLIDAY(2) 559,300 1.1382%
JOHN F. SMITH, III 348,400 0.7090%
JOHN W. GANDY 1,254,750 2.5534%
GANDY ASSOCIATES, LLC(2) 1,250,000 2.5438%
GANDY FAMILY INVS., LLC(2) 2,500,000 5.0875%
KIM GOODSON 2,000,000 4.0700%
GREAT WEST, LLC(3) 4,879,750 9.9303%
ROBERT LEE MATZIG 1,100,000 2.2385%
WOFFORD CAPITAL(2) 202,500 0.4121%
HENDRIX & GANDY, LLC(4) 21,000 0.0427%
RIO INVS. GROUP, LLC(5) 6,200,000 12.6170%
----------- ---------
24,595,380 50.0517%
=========== =========

(1) To the Company's knowledge, Capital Properties Consultants, LLC is
controlled by Ron Hendrix, a director of the Company.

(2) Represents shares of the Company's common stock over which John W. Gandy,
the Company's President and director, has voting control.

(3) To the Company's knowledge, Great West, LLC is controlled by Marcella M.
Mica.

(4) Hendrix & Gandy, LLC is controlled 50% by John Gandy and 50% by Ron
Hendrix.

(5) To the Company's knowledge, Rio Investments Group, LLC is controlled by
Walter Lynch.

(6) Applicable percentage of ownership is based on 49,139,950 shares of common
stock outstanding as of January 12, 2005.

STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth as of January 12, 2005, the name,
address and the number of shares of our common stock held of record or
beneficially by each person who was known by us to own beneficially, more than
5% of our 49,139,950 issued and outstanding shares of common stock. In addition,
the table sets forth the name and shareholdings of each director and of all
officers and directors as a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (COMMON)

AMOUNT AND NATURE
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 Great West, LLC 4,879,750 10.57%
2033 Main Street
Sarasota, FL 34231

SECURITY OWNERSHIP OF MANAGEMENT OF ALTRIMEGA (COMMON)

AMOUNT AND
NATURE OF
NAME AND POSITION BENEFICIAL PERCENTAGE OF
TITLE OF CLASS OF OFFICER AND/OR DIRECTOR OWNERSHIP(1) CLASS(2)
-------------- ------------------------------------------------- ------------ -------------

COMMON
------
Common John W. Gandy, President, C.E.O. and Director 2,554,750 5.19%
Common Chicora Beach Holiday** 14,825 0.02%
Common Wofford Capital*** 33,737 0.05%
Common Gandy Associates^ 625,000 1.28%
Common Gandy Family Investments^^ 750,000 1.54%
Common Ron Hendrix, C.F.O., Secretary 1,668,250 3.41%
Common Hendrix & Gandy* 21,000 0.03%
Common John Smith III, Director 348,400 0.72%
Common All Officers and Directors as a Group (3 Persons) 4,840,962 9.85%
Common Total Beneficial Ownership 6,015,962 12.24%

(1) Applicable percentage of ownership is based on 49,139,950 shares of common
stock outstanding as of January 12, 2005 for each stockholder. Beneficial
ownership is determined in accordance within the rules of the Commission
and generally includes voting of investment power with respect to
securities.

(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.

Corporate action will only take place 20 days after a definitive information
statement is mailed to all shareholders of record. This mailing is expected to
occur on or about January 28, 2005.

FINANCIAL STATEMENTS
OF ALTRIMEGA HEALTH CORPORATION

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

ASSETS
Sep 30, 2004
-----------
Current assets
Cash $ 45,179
Properties held for development or sale 1,500,577
Prepaid expenses 5,600
-----------
Total current assets 1,551,356
Other assets
Accounts receivable - related party 59,560
Deposits 35,000
-----------
Total other assets 94,560
-----------
Total assets $ 1,645,946
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Notes payable $ 1,539,788
Accounts payable - related parties 263,688
Accounts payable 227,975
-----------
Total current liabilities 1,933,773
-----------
Total liabilities 2,031,451
Commitments and contingencies --
Minority interest (1,191)
Stockholders' deficit
Preferred stock; $0.001 par value; 10,000,000 shares
authorized, 1,000,000 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 during the development stage (816,044)
-----------
Total stockholders' deficit (384,344)
-----------
Total liabilities and stockholders' deficit $ 1,645,916
===========

See Accompanying Notes to Financial Statements

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

For the For the three For the nine For the
three months months months nine months
ended ended ended ended
Sep 30, 2004 Sep 30, 2003 Sep 30, 2004 Sep 30, 2003
------------ ------------ ------------ ------------

Revenue $ 1,065,348 $ 271,679 $ 1,065,348 $ 634,868

Cost of revenue 952,683 260,775 952,683 583,023
------------ ------------ ------------ ------------

Gross profit 112,665 10,904 111,036 51,845

Operating expenses
Consulting and professional fees -- -- -- 69,500
General and administrative 31,291 9,820 86,414 38,954
------------ ------------ ------------ ------------
Total operating expenses 31,291 9,820 86,414 108,454
------------ ------------ ------------ ------------

Loss from operations 81,374 1,084 24,622 (56,609)

Other income (expense)
Interest expense (12,896) (14,444) (32,803) (31,312)
Other income (2,549) -- 229 --
------------ ------------ ------------ ------------
Total other income (expense) (15,445) (14,444) (32,574) (31,312)
------------ ------------ ------------ ------------

Loss before minority interest 65,929 (13,360) (7,952) (87,921)

Minority interest (16,965) 2,239 (9,007) (1,405)
------------ ------------ ------------ ------------
Loss before provision for income taxes 48,964 (71,016) (16,959) (89,326)

Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net loss $ 48,964 $ (11,121) $ (16,959) $ (89,326)
============ ============ ============ ============

Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Basic and diluted weighted average
common shares outstanding 49,139,950 49,139,950 49,139,950 49,052,038
============ ============ ============ ============

See Accompanying Notes to Financial Statements

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

For the nine For the nine
months months
ended ended
Sep 30, 2004 Sep 30, 2003
------------ ------------

Net loss $ (16,959) $ (89,326)
Adjustments to reconcile net loss to
net cash used by operating activities:
Minority interest 9,007 1,405
Changes in operating assets and liabilities
Properties held for development or sale (841,062) 439,135
Prepaid commissions -- (4,441)
Accounts receivable - related party 3,000 (57,264)
Bank overdraft (539) --
Accounts payable- related parties 2,777 10,740
Accounts payable 191,889 52,788
------------ ------------
Net cash used by operating activities (651,877) 353,037
------------ ------------

Cash flows from financing activities
Proceeds from notes payable, net of payments 694,788 (398,143)
------------ ------------
Net cash provided by financing activities 694,788 (398,143
------------ ------------

Net change in cash 42,901 (45,106)

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

Ending cash balance $ 44,640 $ 1,947
============ ============

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

Cash paid for interest $ 32,803 $ 31,312
============ ============

See Accompanying Notes to Financial Statements

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Securities and Exchange Commission requirements for
interim financial statements. Therefore, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. The financial statements
should be read in conjunction with the Form 10-KSB for the year ended December
31, 2003 of Altrimega Health Corporation and Subsidiary (the "Company").

The interim financial statements present the condensed balance sheet, statements
of operations, and cash flows of Altrimega Health Corporation and Subsidiary.
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly financial position of the company as
of September 30, 2004 and the results of operations and cash flows presented
herein have been included in the financial statements. Interim results are not
necessarily indicative of results of operations for the full year.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates. 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. The Company had a net loss of approximately
$17,000 for the nine months ended September 30, 2004 and an accumulated deficit
of $816,000 at September 30, 2004. The Company's current liabilities exceeded
its current assets by approximately $480,000 at September 30, 2004.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

1. BASIS OF PRESENTATION (CONTINUED)

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

Management's plan, in this regard, is to develop and sell 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification-Certain prior year balances have been reclassified to conform
to the current year presentation, which have no effect on the loss.

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

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

Advertising and marketing costs - The Company recognizes advertising and
marketing costs in accordance with Statement of Position 93-7 "Reporting on
Advertising Costs." Accordingly, the Company expenses the costs of producing
advertisements at the time production occurs, and expenses the costs of
communication advertising in the period in which the advertising space or
airtime is used. Advertising costs are charged to expense as incurred.
Advertising expenses was $6,790 and $- for the year ended December 31, 2003.
Advertising expenses for the three months ended June 30, 2004 was $-0-.

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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)

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.

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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 three months ended March 31, 2004, 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 cost. Its
retirement 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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 three months ended June 30,
2004 or 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
three months ended June 30, 2004 or 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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

3. 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.

4. NOTES PAYABLE

Notes payable consists of the following as of September 30,
2004:

Promissory note payable secured by real estate, payable in
monthly installments of interest only at 6.0%, due March
2005 $ 70,000

Promissory note payable secured by real estate, payable in
quarterly installments of interest only at prime lending
rate plus 0.5% (4.75% as of September 30, 2004), due
December 2004 200,000

Promissory note payable with ability to draw up to $360,000
secured by real estate, payable in monthly installments of
interest only at prime lending rate plus 0.5% (4.75% as of
September 30, 2004), due December 2004 3,773

Promissory note payable with ability to draw up to $365,000
secured by real estate, payable in monthly installments of
interest only at prime lending rate plus 0.5% (4.75% as of
September 30, 2004), due December 2004 91,011

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)

4. NOTES PAYABLE (CONTINUED)

Promissory note payable with ability to draw up to $760,000
secured by real estate, payable in monthly installments of
interest only at prime lending rate plus 0.5% (4.75% as of
September 30, 2004), due December 2004 505,560

Promissory note payable with ability to draw up to $640,000
secured by real estate, payable in monthly installments of
interest only at prime lending rate plus 0.5% (4.75% as of
September 30, 2004), due September 2005 304,803

Promissory note payable with ability to draw up to $690,000
secured by real estate, payable in monthly installments of
interest only at prime lending rate plus 0.5% (4.75% as of
September 30, 2004), due July 2005 364,641
----------
1,539,788
Less amounts due within one year: 1,539,788
----------

Long-term portion of loan payable $ --

5. 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 June 30, 2004 totaled $59,560.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)

5. RELATED PARTY TRANSACTIONS (CONTINUED)

Accounts receivable - related party - As of September 30, 2004, 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 September 30, 2004 totaled $59,560.

Accounts payable - related parties - As of September 30, 2004,
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 $263,688.

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.

6. 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).

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.

The Company has a consulting agreement, with unrelated parties, which provides
for a quarterly payment of $45,000.

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

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 49,140
Additional outstanding 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

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

Period from
July 3, 2002
(Date of
inception)
through
For the December
year ended 31, 2002
December 31, 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

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

Preferred Stock Common Stock Additional Total
-------------------- ---------------------- Paid-In Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficit
---------- ------- ----------- -------- --------- --------- ---------

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 (RESTATED) 1,000,000 1,000 46,139,950 46,140 305,600 (666,263) (314,063)

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

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

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

See Accompanying Notes to Financial Statements

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

Period from
July 3, 2002
(Date of
inception)
through
Year Ended December 31, 2002
December 31, 2003 (RESTATED)
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
founders -- 2,000
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 $ --
=========== ===========

See Accompanying Notes to Financial Statements

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.

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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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.

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.

ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. BUSINESS COMBINATIONS AND ACQUISITIONS

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.

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 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).

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:

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)
------------ ------------ ------------

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)
============ ============ ============

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATION

GENERAL

The following discussion and analysis should be read in conjunction
with the Condensed Consolidated Financial Statements, and the Notes thereto
included herein. The information contained below includes statements of the
Company'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 the Company's financial statements for the three months
ended September 30, 2004, the Company's accumulated deficit of $816,044 and its
working capital deficiency of $480,095 raise substantial doubt about its ability
to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on Altrimega's ability to raise additional debt or
capital. The financial statements for September 30, 2004 do not include any
adjustments that might be necessary if Altrimega is unable to continue as a
going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

REVENUE RECOGNITION

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

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

PROPERTIES

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

complete other initial tasks, which are essential to development. Provisions are
made for potentially unsuccessful preconstruction efforts by charges to
operations.

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.

PRINCIPLES 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 the Company and Creative
Holdings, Inc., 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 has filed an
amendment to its Form 10-KSB for fiscal year ended December 31, 2002, as well as
amendments to its quarterly reports for fiscal year 2003.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2004,
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003

REVENUES

Revenue for the three month period ended September 30, 2004, was
$1,065,348, an increase of $793,669, as compared to $271,679 in revenues for the
same period ended September 30, 2003. The increase in revenues in 2004 was
attributable to additional sales of units at the Sea Garden project in the third
quarter, over the same period 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.

COST OF REVENUE

There was $952,683 cost of revenue for the three month period ended
September 30, 2004, compared to $260,775 in the September 30, 2003 period. The
difference is attributable to additional unit sales in 2004 compared to the same
period in 2003.

GROSS PROFIT

Gross profit for the three month period ended September 30, 2004 was
$112,665. The gross profit for the three months ended September 30, 2003 was
$10,904. Both items related to the sale of units at the Sea Garden project.

OPERATING EXPENSES

Operating expenses for the three month period ended September 30, 2004,
were $31,291, as compared to $9,820, for the three period ended September 30,
2003. Operating expenses in 2004 consisted of all general and administrative
expenses. The increase of $21,471 from 2003 to 2004 was almost entirely
attributable to an increase in legal and accounting expense relating to the
restatement of certain of the Company's past S.E.C. filings.

OTHER INCOME (EXPENSE)

Other income (expense) for the three month period ended September 30,
2004, was a net expense of $12,896, a decrease of $1,548, as compared to a net
expense of $14,444 for the three month period ended September 30, 2003. other
expense in both years was attributable to interest expense from loans used in
the construction of buildings at Sea Gardens and the two mortgages on the
remaining land at the Sea Garden project.

NET INCOME (LOSS)

The Company had net income of $48,964 for the three month period ended
September 30, 2004, as compared to a net loss of $(11,121) for the period ended
September 30, 2003. The difference of $60,085 was mostly attributable to
additional sales at the Sear Garden project in the current period.

RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004,
COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003

REVENUES

Revenue for the nine month period ended September 30, 2004, was
$1,065,348, an increase of $430,480, as compared to $634,868 in revenues for the
nine month period ended September 30, 2003. The increase in revenues in 2004 was
attributable to additional sales of units at the Sea Garden project in 2004. We
anticipate revenues for the fiscal year ending 2004 to consist mainly or
completely of the sale of units at the Sea Garden Project.

COST OF REVENUE

There was $954,312 cost of revenue for the nine month period ended
September 30, 2004, compared to $634,868 in the September 30, 2003 nine month
period. The difference is attributable to additional sales at the sea Graden
project in 2004 compared to the 2003 period.

GROSS PROFIT

Gross profit for the nine month period ended September 30, 2004 was
$111,036. The gross profit relates to the sale of units at the Sea Garden
project. The gross profit for the nine month period ended September 30, 2003 was
$51,845.

OPERATING EXPENSES

Operating expenses for the nine month period ended September 30, 2004,
were $86,414, as compared to $108,454, for the nine month period ended September
30, 2003. Operating expenses in 2004 consisted entirely of general and
administrative expenses. The decrease of $22,040 from 2003 to 2004 was almost
entirely attributable to a decrease in consulting and professional fees, which
equaled $69,500 in the nine month period ended September 30, 2003.

OTHER INCOME (EXPENSE)

Other income (expense) for the nine month period ended September 30,
2004, was a net expense of $32,803, an increase of $1,491, as compared to a net
expense of $31,312 for the nine month period ended September 30, 2003. Other

expense in 2003 and 2004 was attributable to interest expense from loans used in
the construction of buildings at Sea Gardens and the two mortgages on the
remaining land at the Sea Garden project.

NET LOSS

The Company had a net loss of $16,959 for the nine month period ended
September 30, 2004, as compared to a net loss of $89,326 for the nine month
period ended September 30, 2003. The decrease of $72,367 was attributable to the
net income earned in the September 30, 2004 nine month period.

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.

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

The Company 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
$560,359 decrease in consulting and professional fees in 2003. In addition,
Altrimega generated revenue and minimal gross profit in 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company'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. The Company
realized net income of $48,964and incurred a net loss of $(11,121) for the
periods ended September 30, 2004 and September 30, 2003, respectively, and has
an accumulated deficit of $816,044 at September 30, 2004. As of September 30,
2004, we had total assets of $1,645,916 and total liabilities of $2,031,451, a

difference of $385,535. Additionally, our current assets were $1,551,356 and our
current liabilities were $2,031,451, creating a working capital deficit of
$480,095. The majority of the assets, $1,500,577 consist of building sites
contained within the Sea Garden town home community.

Consequently, the majority of our liabilities, $1,539,7885 are mortgage
loans on the Sea Garden assets. Accounts payable to related parties equal to
$263,688 are also included in our liabilities. Management recognizes that the
Company 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
the Company 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 period ended
September 30, 2004. 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 period did these short term loans exceed $50,000.

For the nine months ended September 30, 2004, the Company provided net
cash in operations of $353,037, no cash for investing activities and had
$398,143 in cash provided by financing activities.

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 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.

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

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. The Company
currently has approximately $44,640 in cash and cash equivalents as of September
30, 2004.

Plan Of Operation For 2004

As of September 30, 2004, the Company currently 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. Fifteen units have been completed year to
date and eleven of these units have been sold. Thirty-three additional units are
under construction and are scheduled for completion by the end of the first
quarter of 2005. The Company anticipates based on current sales, deposits and
demand for new units that all units will be sold by the end of the first quarter
of 2005.

It is important for the Company to raise capital funds through the sale
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.

The Company's current intentions are 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 visitors per week. The average
tourist stay is one week.

The Company'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, the Company intends 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.

At present, the Company has no other real estate projects.

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

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

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

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

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

Management has implemented this plan to attempt 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
complete the approval of the Proposals.

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.

The Company's future capital requirements will depend on many factors,
including an increase in the Company's real estate projects, and other factors
including the results of future operations.

From time to time, Altrimega may evaluate potential acquisitions
involving complementary businesses, content, products or technologies. As of
September 30, 2004, Altrimega had no 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. However, on December
17, 2004, Altrimega Health Corporation, d/b/a Creative Holdings & Marketing
Corporation signed a definitive Share Exchange Agreement to acquire all of the
outstanding shares of common stock of Top Gun Sports & Entertainment, Inc., in
exchange for the issuance of 15,750,000 shares of the Altrimega Health
Corporation common stock to the current shareholders of Top Gun Sports &
Entertainment, Inc. The closing of the transaction is conditioned upon
Altrimega's shareholders approving a change of the Company's name to Top Gun
Sports & Entertainment, Inc., a 1-for-1,000 reverse stock split, and Top Gun
Sports receiving a minimum of $750,000 through a private placement of
convertible debt.

For the next 12 months we anticipate that we will need $750,000 to
continue to fund basic operations and to develop the Top Gun Sports operations.

The financial statements and information concerning Top Gun Sports and
pro forma financial statements are included in this Information Statement under
"Business Combination".

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.

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.

DISAGREEMENTS WITH ACCOUNTANTS

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.

BUSINESS COMBINATION

No federal or state regulatory approvals are necessary for the
consummation of the transaction. No reports, opinions or approvals will be
received from any outside party in connection with the transaction.

There were no negotiations, transactions or material contracts between
the Company and Top Gun Sports other than concerning the Business Combination.
The negotiation concerning the Business Combination began in mid October, 2004.
There were no agreements between the Company, its offering and directors, on the
one hand, and Top Gun Sports, its officers and directors on the other hand,
except for the Business Combination related agreements.

While Top Gun Sports has no operating history, it intends to build and
operate a professional, state-of-the-art multi-venue motorsports and
entertainment facilities. Top Gun Sports also intends to pursue acquisitions of
motorsports and entertainment facilities and companies across the U.S. Top Gun
Sports' first location is slated to be on county-owned land in Yaphank-Suffolk
County, Long Island. Top Gun Sports intends to enter into a public/private joint
venture with Suffolk County on approximately 376 acres of land in the area west
of Yaphank Avenue in the Town of Brookhaven, adjacent to the Grucci Fireworks
plant, the Firematic training facility and the county prison farm. Top Gun
Sports intends to build the facility in a multi-phased process by which major
revenue can be generated by operating venues as they are completed. The
family-friendly facility will provide reasonable, affordable sports, recreation
and entertainment to all. The construction will be done with the utmost
importance and respect given to preserving, sustaining and protecting the
environment of the facility and neighboring communities. The Top Gun Sports
project will fulfill the need Top Gun Sports believes exists for a major legal
motorsport destination on Long Island.

As a condition precedent to the Company closing the share exchange
agreement with Top Gun Sports, Top Gun Sports must complete a private placement
raising a minimum of $750,000 and a maximum of $1,500,000 through the sale of
2-year, 9% convertible notes. The fixed conversion price of the convertible
notes is $0.50 per share of common stock. Top Gun Sports shall issue a warrant
to purchase 1 share of stock at an exercise price of $1.50 per share for each
$1.00 of convertible notes purchased.

FINANCIAL STATEMENTS
OF TOP GUN SPORTS & ENTERTAINMENT, INC.

DONAHUE ASSOCIATES, L.L.C.
27 BEACH ROAD, SUITE CO5-A
MONMOUTH BEACH, NJ. 07750
PHONE: (732) 229-7723

INDEPENDENT AUDITOR'S REPORT

The Shareholders
Top Gun Sports & Entertainment Inc.
(a Development Stage Company)

We have audited the accompanying balance sheet of Top Gun Sports & Entertainment
Inc. (a development stage company) as of September 26, 2004 and the related
statement of operations and statement of changes in shareholders' equity and
cash flows for the period from inception, March 30, 2004 to September 26, 2004.
These financial statements are the responsibility of 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
by the Public Company Accounting Oversight Board in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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 Top Gun Sports & Entertainment
Inc. (a development stage company) as of September 26, 2004 and the related
statement of operations and statement of changes in shareholders' equity and
cash flows for the period from inception, March 30, 2004 to September 26, 2004
in conformity with generally accepted accounting principles generally accepted
in the United States of America.

As more fully discussed in Note 2 to the financial statements, there are
significant matters concerning the Company that raise substantial doubt as to
the ability of the Company to continue as a going concern. Management's plans
with regard to these matters are also described in Note 2 to the financial
statements. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets or the amounts and
classifications of recorded liabilities that might be necessary in the event
that the Company cannot continue in existence.

Monmouth Beach, New Jersey
October 7, 2004

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 26, 2004

ASSETS

Current assets:
Cash $ 28,280
---------
Total current assets 28,280
---------

Total assets $ 28,280
=========

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Accounts payable $ 1,715
---------
Total current liabilities 1,715

Convertible debentures payable- net 33,009

Shareholder's equity:
Preferred stock, no stated dividend, authorized
25 million shares; none issued
Common stock, $.0001 par value-50 million
shares authorized; 20,100,000 shares issued
and outstanding $ 2,010
Additional paid in capital 134,455
Accumulated deficit during the development stage (142,909)
---------
Total shareholder's deficit (6,444)
---------

Total liabilities & shareholder's deficit $ 28,280
=========

PLEASE SEE THE NOTES TO THESE FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

General and administrative expenses:

Salaries $ 118,865
Consulting fees 17,220
Administration 465
Professional fees 6,250
-----------

Total general and administrative expenses 142,800
-----------

Net loss before other expense: (142,800)

Other expense:
Interest expense (109)
-----------

Net loss before provision for income tax (142,909)

Provision for income taxes 0
-----------

Net loss ($ 142,909)
===========

Basic & fully diluted loss per common share ($ 0.01)

Weighted average of common shares outstanding:
Basic & fully diluted 9,951,233

PLEASE SEE THE NOTES TO THESE FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

Operating Activities:
Net loss ($142,909)
Adjustments to reconcile net loss items
not requiring the use of cash:
Interest expense 109
Salaries 118,865
Consulting fees 10,500
Professional fees 5,000
Changes in other operating assets and liabilities:
Accounts payable 1,715
---------
Net cash used by operating activities (6,720)

Financing Activities:
Issuance of convertible debentures $ 35,000
---------

Net cash provided by financing activities 35,000
---------

Net increase in cash during the period 28,280

Cash balance at inception, March 30, 2004 0
---------

Cash balance at September 30, 2004 $ 28,280
=========

Supplemental disclosures of cash flow information:
Interest paid during the period $ 0
Income taxes paid during the period $ 0

PLEASE SEE THE NOTES TO THESE FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

Accumulated
Deficit
Common Common during
Stock Stock Additional Development
(Shares) (Par value) Paid in Capital Stage Total

Balance at Inception, March 30, 2004 0 $0 $0 $0 $0

Issuance of common stock
for services 20,100,000 2,010 132,355 134,365

Beneficial conversion feature 840 840

Detachable warrants issued 1,260 1,260

Net loss for the period (142,909) (142,909)
------------- ------------- ---------------- --------------- -----------

Balance at September 30, 2004 20,100,000 $2,010 $134,455 ($142,909) ($6,444)
============= ============= ================ =============== ===========

PLEASE SEE THE NOTES TO THESE FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

NOTE 1. ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING PRINCIPLES

Top Gun Sports & Entertainment Inc. (the "Company") is a privately held
corporation formed in March 2004 in the state of Delaware. The Company is
currently headquartered in Bohemia, New York.

The Company has no business operations to date.

USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
reasonable estimates and assumptions that affect the reported amounts of the
assets and liabilities and disclosure of contingent assets and liabilities and
the reported amounts of revenues and expenses at the date of the financial
statements and for the period they include. Actual results may differ from these
estimates.

Cash and interest bearing deposits- For the purpose of calculating changes in
cash flows, cash includes all cash balances and highly liquid short-term
investments with an original maturity of three months or less.

LONG LIVED ASSETS - The Company reviews for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.

INCOME TAXES - The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No. 109 (SFAS No. 109), "Accounting for Income
Taxes". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.

DEVELOPMENT STAGE COMPANY - the Company has had no operations or revenues since
its inception and therefore qualifies for treatment as a development stage
company as per Statement of Financial Accounting Standards (SFAS) No. 7. As per
SFAS No.7, financial transactions are accounted for as per generally accepted
accounted principles. Costs incurred during the development stage are
accumulated in "losses accumulated during the development stage" and are
reported in the Stockholders' Equity section of the balance sheet.

RECENT ACCOUNTING PRONOUNCEMENTS:

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions"(SFAS 146). The statement provides guidance on the
accounting for the acquisition of a financial institution where the excess of
the fair value of liabilities assumed over the fair value of tangible and
intangible assets acquired represents goodwill. Management has concluded that
the adoption of SFAS 147 would not have had a material impact on the Company's
financial position or results of operations.

In December 2002, The FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure, an amendment of FASB Statement No. 123".
This statement expands the disclosure requirements with respect to stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002. The
adoption of SFAS No. 148 did not impact the Company's financial position or
results of operations.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

NOTE 2. GOING CONCERN CONSIDERATIONS

The accompanying financial statements have been presented in accordance with
generally accepted accounting principals, which assume the continuity of the
Company as a going concern. However, during the period from the Company's
inception on March 30, 2004 through September 26, 2004, the Company has
experienced, and continues to experience, certain going concern issues related
to profitability.

The Company incurred a net loss of $142,909 since its inception and has no
business operations from inception on March 30, 2004 through September 26, 2004.

Management's plans with regard to this matter are as follows:

o To complete a purchase or a merger with a publicly held company

o Raise $1,500,000 by issuing additional convertible promissory notes.

o Continue to explore opportunities in the sports entertainment market

NOTE 3. FAIR VALUES OF FINANCIAL INSTRUMENTS

The value of cash and accounts payables is estimated to approximate fair market
value at September 26, 2004.

NOTE 4. NET LOSS PER SHARE

The Company applies SFAS No. 128, "Earnings per Share" to calculate loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
years. Fully diluted loss per share includes the dilutive effects of outstanding
common stock equivalents. The effects of the instruments convertible into common
stock (see Note 6) at September 26, 2004 were not included in calculating loss
per share since their inclusion would be ant-dilutive.

The weighted average of common shares outstanding has been computed as follows:

Shares issued and outstanding 20,100,000
==========

Weighted average shares outstanding 9,951,233
==========

NOTE 5. CONCENTRATION OF CREDIT RISK

The Company relies on the financial support of its creditors and majority
shareholder. A withdrawal of this support would have a material adverse affect
on the Company's financial position and its ability to continue to operate as a
going concern.

NOTE 6. ISSUANCE OF CONVERTIBLE DEBENTURES

In September 2004, the Company received proceeds of $35,000 by issuing
convertible debt with detachable warrants to purchase common shares.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

The debentures are unsecured and mature in September 2006 at an interest rate of
9%. The debentures plus accrued interest are convertible in September 2005 at
$0.50 per share. As a result of the transaction, the Company allocated $840 to a
beneficial conversion feature. The beneficial conversion feature is being
amortized to interest expense in the statement of operations.

The debentures also have detachable warrants that entitle the holder to purchase
35,000 shares of common stock at an exercise price of $1.50. The warrants expire
in September 2006. As a result of the transaction, the Company allocated $1,260
of the proceeds to the detachable warrants.

NOTE 7. PROVISION FOR INCOME TAX

Provision for income taxes is comprised of the following
for the period:

Net loss before provision for income taxes ($142,800)
============
Current tax expense:

Federal $0
State 0
------------
Total $0

Less deferred tax benefit:

Loss carry-forward 1,579
Allowance for recoverability (1,579)
------------
Provision for income taxes $0
============

A reconciliation of provision for income taxes at the
statutory rate to provision for income taxes at the
Company's effective tax rate is as follows:

Statutory U.S. federal rate 15%
Statutory state and local income tax 10%
Less allowance for tax recoverability -25%
------------
Effective rate 0%
============

Deferred income taxes are comprised of the following:

Loss carry-forward ($1,579)
Allowance for recoverability 1,579
------------
Deferred tax benefit $0
============

Note: The deferred tax benefit arising from the loss
expires in fiscal 2024 and may not be recoverable upon
the purchase of the Company under current IRS statutes.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004

NOTE 8. ISSUANCES OF COMMON STOCK

In March 2004, the Company issued 18,850,000 shares of common stock to the chief
executive officer of the Company for services rendered valued at $118,865.

In May 2004, the Company issued 1,050,000 shares of common stock to consultants
of the Company for services rendered valued at $10,500.

In September 2004, the Company issued 200,000 shares of common stock to a
consultant of the Company for services rendered valued at $5,000.

NOTE 9. COMMITMENTS AND CONTINGENCIES

The Company is not committed to any operating lease for office space or capital
leases for equipment.

NOTE 10. RELATED PARTY TRANSACTIONS

The chief executive officer and majority shareholder provided office space to
the Company at no cost during the period from inception, March 30, 2004 to
September 26, 2004.

NOTE 11. AUTHORIZATION OF PREFERRED SHARES

In March 2004, the Company authorized 25 million shares of preferred stock. The
preferred stock has no stated par value and has no stated dividend preference.
There is no preferred stock issued and outstanding at September 26, 2004.

PRO FORMA FINANCIAL INFORMATION

Attached are the pro forma financial information relating to the
potential Business Combination between the Company and Top Gun Sports.

DONAHUE ASSOCIATES, L.L.C.
27 BEACH ROAD, SUITE CO5-A
MONMOUTH BEACH, NJ. 07750
PHONE: (732) 229-7723

The Shareholders
Top Gun Sports & Entertainment Inc.
(a Development Stage Company)

We have examined the pro-forma adjustments reflecting the reverse acquisition of
Altrimega Health Corporation described in Note 1 and the application of those
adjustments to the historical amounts in the accompanying pro-forma consolidated
balance sheet as of November 30, 2004 and the pro-forma consolidated statement
of operations, the pro-forma changes in consolidated cash flows and consolidated
shareholders' equity from inception, March 30, 2004 through November 30, 2004.
The historical financial statements are derived from the historical financial
statements of Top Gun Sports & Entertainment Inc., which were audited by us, and
of Altrimega Health Corporation, which were reviewed by other accountants,
appearing elsewhere herein. Such pro-forma adjustments are based on management's
assumptions described in Note 2. Our examination was made in accordance with
standards established by the American Institute of Certified Public Accountants
and, accordingly, included such procedures as we considered necessary in the
circumstances.

The objective of the pro-forma financial information is to show the significant
effects of the historical financial information might have been had the
acquisition occurred at an earlier date. However the pro-forma consolidated
financial statements are not necessarily indicative of the results of operations
or related effects on the financial position that would have been attained had
the above mentioned acquisition actually occurred earlier.

In our opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the acquisition of
Altrimega Health Corporation described in Note 1, the related pro-forma
adjustments give appropriate effect to those assumptions, and the proper
application of those adjustments to the historical financial statements amounts
in the pro-forma consolidate balance sheet as of November 30, 2004, and the
pro-forma consolidated statement of operations, and pro-forma consolidated
statement of cash flows and changes in shareholders' equity from inception,
March 30, 2004 through November 30, 2004.

/s/: Donahue Associates
Monmouth Beach, New Jersey
October 7, 2004, except for the pro-forma consolidated financial statements as
to which date is December 7, 2004

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA CONSOLIDATED BALANCE SHEET
AS OF NOVEMBER 30, 2004
(UNAUDITED)

ASSETS

Current assets:
Cash ($750,000 pro-forma) $ 823,459
Accounts receivable 59,560
Prepaid expenses 5,600
-----------
Total current assets 888,619

Other assets:
Property held for resale 1,500,577
Security deposits 35,000
-----------
Total other assets 1,535,577
-----------

Total assets $ 2,424,196
===========

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
Accounts payable ($50,000 pro-forma) $ 51,715
-----------
Total current liabilities 51,715

Convertible debentures payable- net 33,009
Notes payable 1,539,788
-----------
Total liabilities 1,624,512

Shareholder's equity:
Preferred stock, no stated dividend, authorized
25 million shares; none issued
Common stock, $.0001 par value-250 million
shares authorized; 52,100,000 shares issued
and outstanding $ 5,215
Additional paid in capital 3,977,827
Accumulated deficit during the development stage (3,183,358)
-----------
Total shareholder's deficit 799,684
-----------

Total liabilities & shareholder's deficit $ 2,424,196
===========

PLEASE SEE THE ASSUMPTIONS TO THESE PRO-FORMA FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FROM INCEPTION, MARCH 30, 2004 TO NOVEMBER 30, 2004
(UNAUDITED)

FROM INCEPTION,
30-MAR-04
TO 11/30/04

General and administrative expenses:

Salaries $ 118,865
Consulting fees 17,220
Impairment expense (all pro-forma) 2,990,449
Administration 465
Professional fees ($50,000 pro-forma) 56,250
------------

Total general and administrative expenses 3,183,249
------------

Net loss before other expense: (3,183,249)

Other expense:

Interest expense (109)
------------

Net loss before provision for income tax (3,183,358)

Provision for income taxes 0
------------

Net loss $ (3,183,358)
============

Basic & fully diluted loss per common share ($ 0.17)

Weighted average of common shares outstanding:

Basic & fully diluted 18,340,548

PLEASE SEE THE ASSUMPTIONS TO THESE PRO-FORMA FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
FROM INCEPTION, MARCH 30, 2004 TO NOVEMBER 30, 2004
(UNAUDITED)

FROM INCEPTION,
30-MAR-04
TO 11/30/04

Operating Activities:
Net loss (pro-forma) $(3,183,358)
Adjustments to reconcile net loss items
not requiring the use of cash:
Impairment expense (all pro-forma) 2,990,449
Interest expense 109
Salaries 118,865
Consulting fees 10,500
Professional fees 5,000
Changes in other operating assets and liabilities:
Accounts payable ($50,000 pro-forma) 51,715
-----------
Net cash used by operating activities (6,720)

Investing activities
Cash acquired in purchase of Altrimega $ 45,179
-----------
Net cash used by investing activities 45,179

Financing Activities:
Issuance of common stock (pro-forma) $ 750,000
Issuance of convertible debentures 35,000
-----------
Net cash provided by financing activities 785,000
-----------

Net increase in cash during the period 823,459

Cash balance at inception, March 30, 2004 0
-----------

Cash balance at November 30, 2004 $ 823,459
===========

Supplemental disclosures of cash flow information:
Interest paid during the period $ 0
Income taxes paid during the period $ 0

PLEASE SEE THE ASSUMPTIONS TO THESE PRO-FORMA FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION, MARCH 30, 2004 TO SEPTEMBER 26, 2004
(UNAUDITED)

ACCUMULATED
COMMON COMMON ADDITIONAL DEFICIT DURING
STOCK STOCK PAID IN DEVELOPMENT
(SHARES) (PAR VALUE) CAPITAL STAGE TOTAL

Balance at Inception, March 30, 2004 0 $0 $0 $0 $0

Issuance of common stock
for services 20,100,000 2,010 132,355 134,365

Beneficial conversion feature 840 840

Detachable warrants issued 1,260 1,260

Issued shares to pay outstanding
bills 5,000,000 500 491,163 491,663

Purchase of Altrimega Health Corp. 26,049,140 2,605 2,602,309 2,604,914

Issuance of common stock 1,000,000 100 748,553 748,653

Detachable warrants issued 1,347 1,347

Net loss for the period (3,183,358) (3,183,358)
------------ ------------- ---------------- --------------- -------------

Balance at November 30, 2004 52,149,140 $5,215 $3,977,827 ($3,183,358) $799,684
============ ============= ================ =============== =============

PLEASE SEE THE ASSUMPTIONS TO THESE PRO-FORMA FINANCIAL STATEMENTS.

TOP GUN SPORTS & ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE (UNAUDITED) PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
FROM INCEPTION, MARCH 30, 2004 TO NOVEMBER 30, 2004

NOTE 1. ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

The pro-forma financial statements presented assumes the successful acquisition
of Top Gun Sports & Entertainment Inc. by Altrimega Health Corporation detailed
in the Form 8-K filed by Altrimega Health Corporation with the Securities and
Exchange Commission dated October 13, 2004. The pro-forma financial information
presented is not necessarily indicative of what would have occurred had the
transaction taken place at a different date.

The pro-forma financial information should be read in conjunction with the
historical financial statements of both Top Gun Sports & Entertainment Inc. and
Altrimega Health Corporation presented herein.

Top Gun Sports is a privately held corporation formed in March 2004 in the state
of Delaware. The Company is currently headquartered in Bohemia, New York.

The Company has no business operations to date.

On October 13, 2004, Top Gun Sports signed a letter of intent to be purchased by
Altrimega Health Corp. (AHC) for 26 million shares of AHC. The transaction will
be accounted for as a reverse acquisition with TGS deemed to be the accounting
acquirer and will ultimately be for 15,000,000 shares of AHC common stock.

Upon the acquisition, Top Gun Sports recognized $3,096,577 of goodwill, which
management deemed impaired since future discounted cash flows from the asset
purchased could not be reasonably assured. Consequently, the pro-forma
consolidated statement of operations recognizes an impairment charge of
$3,96,577.

NOTE 2. ASSUMPTIONS USED BY MANAGEMENT IN CONSTRUCTING THE PRO-FORMA FINANCIAL
STATEMENTS.

(a) AHC will effect a 1,000 for 1 share reverse split of its
common stock prior to acquisition reducing its current issued outstanding shares
from 49,139,950 shares to 49,140 shares.

(b) Top Gun Sports and AHC will be successful in negotiating with
the vendors and related parties of AHC currently owed $491,663 to accept 5
million shares of common stock of Top Gun Sports after the acquisition.

(c) Top Gun Sports will be successful in raising $750,000 by
issuing 2-year, 9% convertible notes with $750,000 detachable common stock
purchase warrants exercisable at $1.50 per share prior to acquisition. The
acquisition is contingent upon the success of this offering.

(d) Top Gun Sports will be able to successfully effect the
acquisition for $50,000 in legal and accounting fees.

PROPOSAL 1 -

AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO TOP
GUN SPORTS & ENTERTAINMENT, INC.

Our Company's Board of Directors proposed an amendment to our Company's
Articles of Incorporation to change our Company's name from Altrimega Health
Corporation to Top Gun Sports & Entertainment, Inc.

The amendment to our Company's Articles of Incorporation shall be filed
with the Nevada Secretary of State so that the first paragraph of Article I of
the Articles of Incorporation shall be as follows:

"The name of the corporation is Top Gun Sports & Entertainment, Inc."

Our Company's Board of Directors believes that it is desirable to have
the Company change its name in light of our share exchange agreement with Top
Gun Sports and change in our business focus to the sports & entertainment
industry. Moreover, the Company is no longer in the health care industry.

Accordingly, the Company believes "Top Gun Sports & Entertainment,
Inc." is an appropriate name for the Company.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommended a vote "FOR" the
approval of an amendment to our Company's Articles of Incorporation to change
the company name from Altrimega Health Corporation to Top Gun Sports &
Entertainment, Inc.

PROPOSAL 2 -

AMENDMENT TO THE ARTICLES OF INCORPORATION
TO APPROVE A 1-FOR-1000 STOCK SPLIT

Our Company's Board of Directors proposed to approve a 1-for-1000
reverse stock split of the Company's outstanding shares of common stock, par
value $0.001 per share, from 49,139,950 shares outstanding to 49,140 shares and
have the authorized shares remain the same at 50,000,000 shares authorized.

The proposal to approve the reverse split would make available
49,950,860 additional shares of our Company's common stock for issuance.
Currently, 49,139,950 shares of our Company's common stock are issued and
outstanding of the 50,000,000 authorized shares of common stock. None of the
current authorized and unissued shares of common stock are reserved for specific
purposes, except the Company intends to issue 15,750,000 shares to the current
shareholders of Top Gun Sports if the share exchange agreement is consummated
and possibly use 5,000,000 shares for the satisfaction of the Company's accounts
payable.

PURPOSE OF COMMON STOCK

On December 17, 2004, the Company, Top Gun Sports, and the shareholders
of Top Gun Sports entered into a Share Exchange Agreement relating to a share
exchange transaction. Pursuant to the Share Exchange Agreement, the Company
shall receive 100% of the outstanding common stock of Top Gun Sports, and the
shareholders of Top Gun Sports shall receive 15,750,000 post reverse split
shares of the Company's common stock. The closing of the transaction is
contingent on the Company completing the 1-for- 1000 reverse stock-split that is
subject of this Information Statement, and Top Gun Sports completing a private
placement raising a minimum of $750,000 and a maximum of $1,500,000 through the
sale of 2-year, 9% convertible notes. The fixed conversion price of the
convertible notes is $0.50 per share of common stock. Top Gun Sports shall issue
a warrant to purchase 1 share of stock at an exercise price of $1.50 per share
for each $1.00 of convertible notes purchased.

While Top Gun Sports has no operating history, it intends to build and
operate a professional, state-of-the-art multi-venue motorsports and
entertainment facilities. Top Gun Sports also intends to pursue acquisitions of
motorsports and entertainment facilities and companies across the U.S. Top Gun
Sports' first location is slated to be on county-owned land in Yaphank-Suffolk
County, Long Island. Top Gun Sports intends to enter into a public/private joint
venture with Suffolk County on approximately 376 acres of land in the area west
of Yaphank Avenue in the Town of Brookhaven, adjacent to the Grucci Fireworks
plant, the Firematic training facility and the county prison farm. Top Gun
Sports intends to build the facility in a multi-phased process by which major
revenue can be generated by operating venues as they are completed. The
family-friendly facility will provide reasonable, affordable sports, recreation
and entertainment to all. The construction will be done with the utmost
importance and respect given to preserving, sustaining and protecting the
environment of the facility and neighboring communities. The Top Gun Sports
project will fulfill the need for a major legal motorsport destination on Long
Island.

The proposal to approve a reverse split to the Company's common stock
that would reduce the issued and outstanding shares from 49,139,950 shares
outstanding to 49,140 shares and leave the authorized at 50,000,000 shares.

There are certain advantages and disadvantages of voting for an reverse
split in the Company's outstanding common stock. The advantages include:

o The ability of the Company to satisfy the obligations pursuant to
the Share Exchange Agreement with Top Gun Sports.

o The ability to raise capital by issuing capital stock under
financing transactions, if any.

o To have shares of common stock available to pursue business
expansion opportunities, if any.

The disadvantages include:

o Dilution to the existing shareholders, including a decrease in
our net income per share in future periods. This could cause the
market price of our stock to decline.

Other than as described in this Information Statement, the Company does
not have any current plans to issue the remaining authorized shares of common
stock for any acquisitions, financings or otherwise.

The issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the desires of the Company's
Board of Directors, at that time. A takeover may be beneficial to independent
shareholders because, among other reasons, a potential suitor may offer such
shareholders a premium for their shares of stock compared to the then-existing
market price. The Company does not have any plans or proposals to adopt
provisions or enter into agreements that may have material anti-takeover
consequences.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our Board of Directors unanimously recommended the approval of an
1-for-1000 reverse stock split that would keep the authorized shares at
50,000,000 and reduce the issued and outstanding shares from 49,139,950 shares
outstanding to 49,140 shares.

PROPOSAL 3 - ELECTION OF DIRECTORS

DIRECTORS STANDING FOR ELECTION

The Board of Directors of the Company consists of 3 seats. Each
director holds office until the first annual meeting of shareholders following
their election or appointment and until their successors have been duly elected
and qualified.

The Board of Directors has nominated Peter Scalise III, Neil A.
Rosenberg and Dr. Robert J. Waylonis for election as directors. These directors
shall take office upon the closing of the Top Gun Sports share exchange, and
have not previously been involved with the Company in any manner. The nominees
for directors have previously have consented to serve such term.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES

Directors standing for election:

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

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

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

CURRENT DIRECTORS AND OFFICERS

Set forth below is information concerning the Company's current
directors and officers. The individuals listed below will no longer be directors
or officers with the Company after the consummation of the Top Gun Sports share
exchange transaction.

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 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.

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. This agreement
will be terminated upon the closing of the Top Gun Sports share exchange
agreement.

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.

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.

TRANSACTIONS WITH PROMOTERS

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

DESCRIPTION OF SECURITIES

DESCRIPTION OF CAPITAL STOCK

The current authorized capital stock of our Company consists of
60,000,000 shares, consisting of 50,000,000 shares of common stock, par value
$0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per
share. As of January 12, 2005, we had 49,139,950 shares of our common stock
outstanding. The following description is a summary of the capital stock of our
Company and contains the material terms of our capital stock. Additional
information can be found in our Articles of Incorporation and our Bylaws.

COMMON STOCK

Each share of our common stock entitles the holder to one vote on each
matter submitted to a vote of our shareholders, including the election of
directors. There is no cumulative voting. The holders of our common stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by our Board of Directors out of funds legally available therefor.
Holders of our common stock have no preemptive, conversion or other subscription
rights. There are no redemption or sinking fund provisions available to our
common stock. In the event of liquidation, dissolution or winding up our
Company, the holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities.

PREFERRED STOCK

The Company has authorized and issued 1,000,000 shares of Class A
Convertible Preferred Stock to the prior shareholders of Creative Holdings. The
holders of the Preferred Stock cancelled the shares of Preferred Stock.

The Company has 10,000,000 shares of authorized but unissued shares of
"blank check" preferred stock.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION,
BYLAWS AND FLORIDA LAW

AUTHORIZED BUT UNISSUED STOCK. Authorized but unissued shares of common
stock and preferred stock would be available for future issuance without our
shareholders' approval. These additional shares may be utilized for a variety of
corporate purposes including, but not limited to, future public or direct
offerings to raise additional capital, corporate acquisitions and employee
incentive plans. The issuance of such shares may also be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the Company's Board of
Directors' desires. A takeover may be beneficial to shareholders because, among
other reasons, a potential suitor may offer shareholders a premium for their
shares of stock compared to the then-existing market price.

The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management, which would render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of the Company's
management.

DIVIDENDS

The Company 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 at that time and will depend upon, among other factors,
on the Company's operations.

TRANSFER AGENT AND REGISTRAR

Interwest Transfer Company Inc. is the transfer agent and registrar of
our common stock. Its address is 1981 East Murray Holladay Road, Suite 100, P.O.
Box 17136, Salt Lake City, Utah 84117.

ADDITIONAL INFORMATION

In order to facilitate compliance with Rule 2-02(a) of Regulation S-X,
one copy of the definitive Information statement will include a manually signed
copy of the accountant's report.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON

No director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company set forth in this
information statement.

PROPOSALS BY SECURITY HOLDERS

No security holder has requested the Company to included any proposals
in this information statement.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one information statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the information statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the information statement by sending a
written request to the Company at 4702 Oleander Drive, Suite 200, Myrtle Beach,
South Carolina 29577; or by calling the Company at (843) 497-7028 and requesting
a copy of the Information Statement. A security holder may utilize the same
address and telephone number to request either separate copies or a single copy
for a single address for all future information statements and annual reports.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John W. Gandy
----------------------------
John W. Gandy
President and Director

Myrtle Beach, South Carolina
January 12, 2005