SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: May 20, 2003
ALTRIMEGA HEALTH CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEVADA 0-29057 87-0631750
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SC 29577
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (843) 497-7028
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On October 4, 2002, Altrimega Health Corporation ("Altrimega") filed
with the Securities and Exchange Commission on Amendment No. 1 to Form 8-K/A an
announcement that Altrimega had entered into a share exchange agreement with
Creative Holdings, Inc., a South Carolina corporation. Altrimega is filing the
financial statements required by Regulation S-X as a result of the merger with
this Amendment No. 2 to Form 8-K/A.
(a) FINANCIAL STATEMENTS.
Altrimega Financial Statements attached.
(b) PRO FORMA FINANCIAL INFORMATION.
Attached.
(c) EXHIBITS.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALTRIMEGA HEALTH CORPORATION
Date: May 20, 2003 By: /S/ JOHN GANDY
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Name: John Gandy
Its: President and Chief Executive
Officer
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ALTRIMEGA HEALTH CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The following unaudited condensed combining pro forma financial statements ("the
pro forma combining financial statements") and explanatory notes have been
prepared and give effect to the Share Exchange Agreement ("Exchange Agreement")
between Altrimega Health Corporation and Creative Holdings, Inc. as a reverse
acquisition and has been accounted for as a recapitalization of Altrimega Health
Corporation. Creative Holdings, Inc. is the acquiring enterprise for purposes of
accounting for the reverse acquisition, with Altrimega Health Corporation as the
legal entity for reporting purposes. The Exchange Agreement was entered into as
of August 15, 2002 and was subsequently amended on September 2, 2002. Since none
of the acquisition transactions had taken place as of the dates of the combining
proforma financial statements, each of the respective entities has been shown
separately.
Currently, the year ends for Creative Holdings, Inc. and Altrimega Health
Corporation are December 31. No amounts have been presented for December 31,
2001 pro forma combining financial statements for Creative Holdings, Inc. since
it was not incorporated until July 3, 2002. The accompanying pro forma combining
financial statements are presented with the nine month period ending September
30, 2002.
In accordance with Article 11 of Regulation S-X under the Securities Act,
unaudited condensed pro forma combining balance sheets ("the pro forma combining
balance sheets") as of September 30, 2002, and unaudited condensed combining pro
forma statements of operations ("the pro forma combining statements of
operations") for the nine months ended September 30, 2002, and the period from
inception on July 3, 2002 through September 30, 2002, have been prepared to
reflect, for accounting purposes, the acquisition by Creative Holdings, Inc. of
Altrimega Health Corporation. For both the pro forma combining balance sheets
and the pro forma combining statements of operations, the number of common
shares gives effect to the share exchange of Altrimega Health Corporation for
Creative Holdings, Inc. as if the reorganization had taken place at the
beginning of the periods presented.
The accompanying pro forma combining financial statements have been prepared
based upon the historical financial statements of the entities. The pro forma
combining financial statements should be read in conjunction with the historical
financial statements and related notes thereto of each entity as of December 31,
2001 and September 30, 2002, and for the years and periods then ended, all
included elsewhere in this Form 8-K/A and/or in previous periodic filings with
the United States Securities and Exchange Commission.
The pro forma combining financial statements assume that the reorganization
involving all of the companies had been completed for the periods presented. All
intercompany activity between the entities during the periods presented have
been eliminated in preparing the pro forma combining financial statements.
The pro forma combining financial statements are provided for illustrative
purposes only, and are not necessarily indicative of the operating results or
financial position that would have occurred if the reorganization had been
consummated at the beginning of the periods or on the dates indicated, nor are
they necessarily indicative of any future operating results or financial
position of the combined entities. The pro forma combining financial statements
do not include any adjustments related to any restructuring charges or one-time
charges which may result from the reorganization or the final result of
valuations of inventories, property, plant and equipment, intangible assets,
debt, and other obligations.
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ALTRIMEGA HEALTH CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
PRO FORMA
CREATIVE ALTRIMEGA COMBINED
HOLDINGS HEALTH CONTINUED CREATIVE AND
AS OF AS OF HISTORICAL ALTRIMEGA
SEPTEMBER 30, SEPTEMBER 30, CREATIVE AND PRO FORMA SEPTEMBER 30,
2002 2002 ALTRIMEGA ADJUSTMENTS 2002
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ASSETS
CURRENT ASSETS:
Cash $ 904 $ - $ 904 $ - $ 904
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Total Current Assets $ 904 $ - $ 904 $ - $ 904
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OTHER ASSETS:
Web Site Design 1,084 - 1,084 - 1,084
Investment in Subsidiary - - - 3,200 (1)
(3,200)(3)
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Total Other Assets 1,084 - 1,084 - 1,084
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TOTAL ASSETS $ 1,988 $ - $ 1,988 $ - $ 1,988
============= ============= ============ =========== ============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ - $ 60,886 $ 60,886 $ 25,000 (4) $ 85,886
Accrued liabilities 30 - 30 - 30
Notes payable 2,000 - 2,000 - 2,000
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Total Current Liabiities - 60,886 $ 60,886 $ 25,000 (4) $ 85,886
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Total Liabilities - 60,886 $ 60,886 $ 25,000 (4) $ 85,886
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STOCKHOLDERS' EQUITY:
Preferred stock - - - 1,000 (1) 1,000
Common stock 3,200 22,020 25,220 20,000 (1)
(3,200)(3)
42,020
Additional paid-in capital (1,200) 117,135 115,935 (17,800)(1)
(200,041)(2) (101,906)
Accumulated deficit during
the development stage (42) (200,041) (200,083) 200,041 (2)
(25,000)(4) (25,042)
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Total Stockholders'
Equity 1,958 (60,886) (58,928) (25,000) (83,928)
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 1,958 $ - $ 1,958 $ - $ 1,958
============= ============= ============ =========== ============
_______________________
(1) To record issuance of 20,000,000 shares of common stock and 1,000,000
shares of preferred stock in exchange for all issued and outstanding shares
of Creative per Share Exchange Agreement.
(2) To eliminate deficit of Altrimega prior to Share Exchange Agreement.
(3) To eliminate common stock of Creative and the investment in subsidiary
accounts.
(4) To record estimated costs for the completion of the share exchange
agreement.
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ALTRIMEGA HEALTH CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
PRO FORMA
COMBINED
CREATIVE ALTRIMEGA CREATIVE AND
HOLDINGS HEALTH ALTRIMEGA
FOR THE FOR THE NINE FOR THE NINE
PERIOD ENDED MONTHS ENDED COMBINED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, CREATIVE AND PRO FORMA SEPTEMBER 30,
2002 2002 ALTRIMEGA ADJUSTMENTS 2002
-------------- ------------- ------------- ------------ -------------
Sales $ - $ - $ - $ - $ -
General and administrative
expenses 12 60,886 $ 60,898 25,000 (1)
(60,886)(2) 25,012
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Loss from operations (12) (60,886) (60,898) 35,886 (25,012)
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Other income (expense) (30) - (30) - (30)
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Net loss $ (42) $ (60,886) $ (60,928) $ 35,886 $ (25,042)
============== ============== ============= ============ =============
Basic loss per share (0.00) (0.00) (0.00) (0.00)
============== ============== ============= =============
Weighted average shares
outstanding 3,200,000 22,020,000 25,220,000 27,987,641 (3)
============== ============== ============= =============
_____________________
(1) To record estimated costs for the completion of the share exchange
agreement
(2) To eliminate deficit of Altrimega prior to Share Exchange Agreement
(3) Weighted average shares outstanding reflects the exchange of Creative
Holdings, Inc. common stock for Altrimega Health Corporation common stock.
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