UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(x )QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003 Commission File Number 0-29057
--------------------------------------------- -------
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________TO __________________
ALTRIMEGA HEALTH CORPORATION
----------------------------
(Exact name of registrant as specified in charter)
NEVADA 87-0631750
------ ----------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4702 OLEANDER DRIVE, SUITE 200, MYRTLE BEACH, SC 29577
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(Address of principal executive offices) (Zip)
Issuer's telephone number, including area code (843) 497-7028
--------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
---- ----
Securities registered pursuant to section 12 (g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class)
As of June 2, 2003, the Company had 49,139,950 shares of common stock
issued and outstanding.
Transitional Small Business Disclosure Format (check one).
Yes [ ] No [X]
PART I: FINANCIAL INFORMATION
INTRODUCTORY NOTE
FORWARD-LOOKING STATEMENTS
This Form 10-QSB contains "forward-looking statements" relating to
Altrimega Health Corporation ("Altrimega") which represent Altrimega's current
expectations or beliefs including, but not limited to, statements concerning
Altrimega's operations, performance, financial condition and growth. For this
purpose, any statements contained in this Form 10-QSB that are not statements of
historical fact are forward-looking statements. Without limiting the generality
of the foregoing, words such as "may", "anticipation", "intend", "could",
"estimate", or "continue" or the negative or other comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, such as credit losses,
dependence on management and key personnel, variability of quarterly results,
and the ability of Altrimega to continue its growth strategy and competition,
certain of which are beyond Altrimega's control. Should one or more of these
risks or uncertainties materialize or should the underlying assumptions prove
incorrect, actual outcomes and results could differ materially from those
indicated in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such
statement is made, and Altrimega undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
1
ITEM 1. FINANCIAL STATEMENTS
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2003
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 134,845
Inventory - real estate - residential units for sale
- at cost 1,248,961
Prepaid expenses 10,841
-----------
Total Current Assets 1,394,647
-----------
DEPOSITS 35,000
-----------
$ 1,429,647
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - secured by residential units for sale $ 1,361,386
Accounts payable - related parties 255,000
Accounts payable 52,219
-----------
Total Current Liabilities 1,668,605
-----------
MINORITY INTEREST DEFICIENCY (7,492)
STOCKHOLDERS' DEFICIENCY
Preferred stock
10,000,000 shares authorized at $0.001 par value;
1,000,000 shares issued and outstanding 1,000
Common stock
50,000,000 shares authorized at $0.001 par
value; 48,139,950 shares issued and outstanding 48,140
Capital in excess of par value 171,304
Deficit accumulated during the development stage (451,910)
-----------
Total Stockholders' Deficiency (231,466)
-----------
$ 1,429,647
===========
The accompanying notes are an integral part of these financial statements.
2
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
--------------------------------------------------------------------------------
Mar 31, Mar 31,
2003 2002
---------- ---------
SALES $ 181,979 $ -
COST OF SALES 154,609 -
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Gross Profit 27,370 -
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EXPENSES
Consultants 45,000 -
Administrative 4,124 10,895
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49,124 10,895
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NET LOSS - before minority interest (21,754) (10,895)
LESS MINORITY INTEREST 4,351 -
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NET LOSS $ (17,403) (10,895)
========== =========
NET LOSS PER COMMON SHARE
Basic and diluted $ - $ -
---------- ---------
AVERAGE OUTSTANDING SHARES - (stated in 1,000's)
Basic 45,140 41,807
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Diluted 345,140 341,807
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The accompanying notes are an integral part of these financial statements.
3
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
--------------------------------------------------------------------------------
Mar 31, Mar 31,
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (17,403) $ (10,895)
Adjustments to reconcile net loss to net cash
provided by operating activities
Changes in
Inventory 107,257 -
Prepaid expenses (4,441) -
Accounts payable 6,730 10,895
Minority interest (4,351) -
Net Cash from Operations 87,792 -
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES - -
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES - -
---------- ----------
Net Increase (decrease) in Cash 87,792 -
Cash at Beginning of Period 47,053 -
---------- ----------
Cash at End of Period $ 134,845 $ -
========== ==========
The accompanying notes are an integral part of these financial statements.
4
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
--------------------------------------------------------------------------------
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on September
8, 1998 with the name of Mega International Health Corporation with authorized
common stock of 50,000,000 shares with a par value of $0.001 and preferred stock
of 10,000,000 shares with a par value of $0.001. The terms of the preferred
includes conversion rights, at the option of stockholder, of 300 shares of
common stock for each share of preferred. On June 23, 1999 the name was changed
to Altrimega Health Corporation.
The Company was organized for the purpose of marketing nutritional products and
during the year 2000 became inactive. During November 2002 the Company changed
its purpose to the development and sale of residential real estate by the
acquisition of a residential real estate development company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
---------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
------------
On March 31, 2003 the Company had a net operating loss carryforward of $595,416.
The tax benefit of approximately $178,625 from the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax benefit is
doubtful, since the Company has not been able to project a reliable future net
operating profit. The loss carryover will expire starting in 2020 to 2024.
Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.
Financial Instruments
---------------------
The carrying amounts of financial instruments, including cash, inventory,
prepaid expense, and accounts payable, are considered by management to be their
estimated fair values.
5
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2003
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial and Concentrations Risk
---------------------------------
The Company does not have any concentration or related financial credit risk.
Revenue Recognition
-------------------
Revenue is recognized on the sale and transfer of title to the residential
units.
Statement of Cash Flows
-----------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Advertising and Market Development
----------------------------------
The company expenses advertising and market development costs as incurred.
Principals of Consolidation
---------------------------
The consolidated financial statements shown in this report excludes the
historical operating information of the parent before September 30, 2002, and
includes the operating information of the subsidiary, Creative Holdings, Inc.
from July 3, 2002 (date of inception of the subsidiary), and the operating
information of Sea Garden Funding LLC from November 2002 (the date of the
purchase of 80% of the LLC) to December 31, 2002.
All intercompany transactions have been eliminated.
Estimates and Assumptions
-------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Other Recent Accounting Pronouncements Financial and Concentrations Risk
------------------------------------------------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements to have any material impact on its financial statements.
6
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2003
--------------------------------------------------------------------------------
3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and their controlled entities, have acquired 36% of the
outstanding stock of the Company, after the conversion of the preferred shares
to common shares (note 1), and have made demand, no interest, loans the Company
of $255,000.
The Company has an employment agreement with an officer, starting in 2003, which
provides for an annual salary of $100,000 with a 5% increase each year to a
maximum of $125,000, provided the Company has a profit in the previous year.
4. CAPITAL STOCK
During 2002 the Company issued 10,500,000 common shares at $.02 for services,
and the stock issued for the acquisition of the subsidiary outlined in note 5.
On March 19, 2003 2,000,000 common shares of the Company were issued as a
payment of $40,000 of accounts payable.
5. ACQUISITION OF SUBSIDIARIES
On September 30, 2002 the Company acquired all of the outstanding stock of
Creative Holding, Inc. (subsidiary), by a stock for stock exchange in which the
former stockholders of Creative received 13,619,950 common shares and 1,000,000
preferred shares of the Company, and after the conversion of the preferred
shares to common shares, (note 1) represented 90.6% of the outstanding stock of
the company. For reporting purposes, the acquisition was treated as an
acquisition of the Company by Creative Holding, Inc. (reverse acquisition) and a
recapitalization of Creative Holding, Inc. The historical financial statements
prior to September 30, 2002 are those of Creative Holding, Inc. Creative
Holding, Inc. has no significant assets and therefore no good will was
recognized from the acquisition. Creative Holdings, Inc. was organized on July
3, 2002 in the state of South Carolina.
During November 2002 the Company acquired 80% of Sea Garden Funding LLC by the
assumption of certain liabilities. Sea Garden Funding LLC was organized in the
state of South Carolina on November 13, 2002 for the purpose of the development
and sale of residential real estate.
6. GOING CONCERN
The company will need additional working capital for its future planned activity
and to service its debt, and continuation of the Company as a going concern is
dependent upon obtaining sufficient working capital to be successful in that
effort, and the management of the Company has developed a strategy, which it
believes will accomplish this objective, through additional contributions to
capital by related parties, additional short term loans, and equity funding,
which will enable the Company to operate for the coming year.
7
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2003
--------------------------------------------------------------------------------
7. COMMITMENTS
The Company has a consulting agreement, with unrelated parties, which provides
for a quarterly payment of $45,000.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
Altrimega has entered the real estate development business with its merger
with Creative Holdings, Inc. of Myrtle Beach, S.C. Altrimega will strive to
locate, evaluate and proceed to finance and develop multiple projects located
primarily in the Myrtle Beach, S.C. area and the Carolinas area of the United
States. Management believes that these areas provide the population growth
necessary to achieve profits from new construction projects. For the last three
years, Horry County, South Carolina has been one of the top three fastest
growing counties in the United States. In 1997, Horry County showed a population
of only 180,000. Based on current projections and the 2000 census data, the
county will have a permanent population of 500,000 by next year. The principal
industries of the area are tourism related. Myrtle Beach is considered a
drive-in market, where tourists will drive their cars rather than fly to the
destination. The tourism industry in Myrtle Beach has developed three seasons,
spring golf, summer beach vacations and fall golf. The spring and fall golf
seasons bring approximately 150,000 visitors per week to play on the areas over
100 golf courses. The summer vacation season brings in approximately 400,000 per
week. The average tourist stay is one week.
Altrimega's business strategy includes a focus on interval ownership
properties that cater to this major tourism industry. As well, we intend to
develop projects in the medium price ranges for the areas permanent service
industry population.
Management will attempt to seek out low-risk projects that do not require
large financing commitments. In addition, we have gone out of Horry County for
one proposed project to Charlotte, N.C. and will continue to evaluate projects
throughout the Carolinas in high growth areas.
SEA GARDEN TOWN HOME COMMUNITY IN N. MYRTLE BEACH, S.C.
Altrimega has exercised Creative Holdings' option and acquired an 80%
interest in Sea Garden Funding, LLC, the owner and developer of the remaining 59
units in a 175 unit, 2 bedroom, 2 bath town home community approximately 3
blocks from the Atlantic shoreline. Sea Garden Funding purchased the real
property from Sea Garden, LLC on October 21, 2002 for the payment of $210,000
and the assumption of $1,071,344.66 in mortgages on the real property held by
Horry County State Bank. The development consists of buildings that have either
4 or 5 units per building. The remaining 20% interest in Sea Garden Funding,
LLC, is owned by an unaffiliated party. The community currently consists of 116
sold units. This is Altrimega's first revenue producing real estate project.
During the first quarter of 2003, this project produced revenue of $181,979 with
gross profit of $27,370.
RESULTS OF OPERATIONS
We are a development stage company and have had limited operations during
the three months ended March 31, 2003 and during the fiscal year ended December
31, 2002. Since our inception (September 8, 1998 through March 31, 2003), we
have an accumulated deficit of $451,910 and we have had limited operating
capital. As a result, the report of our auditor for the fiscal year ended
December 31, 2002 contains a going concern qualification, which states that
Altrimega will need additional capital for its future planned activities and to
service its debt which raises substantial concern about our ability to continue
as a going concern. Our continuation as a going concern is dependent on our
ability to meet our obligations and obtain additional debt or equity financing
required until our current and proposed real estate projects are under way and
generating earnings. Until such time as these projects are generating earnings,
we have taken the following steps to revise our operating and financial
requirements in an effort to enable us to continue in existence:
o We have reduced administrative expenses to a minimum by consolidating
management responsibilities to our president and chief executive
officer.
o We intend to seek either equity or further debt funding.
o We will attempt to obtain the professional services of third-parties
through favorable financing arrangements or payment by the issuance of
our common stock.
9
We believe that the foregoing plan will enable us to generate sufficient
funds to continue its operations for the next twelve months.
During the three months ended March 31, 2003, Altrimega had revenue for the
first time since the merger with Creative Holdings. This revenue of $181,879 was
a result of the sale of units in the Sea Garden Funding LLC project.
For the three months ended March 31, 2003, our cost of sales was $154,609,
compared to $0 for the year earlier period. The increase of $154,609 was the
result of sales of units at the Sea Garden Funding LLC project. The sale of
these units resulted in gross profit of $27,370 during the first quarter of
2003, compared with gross profit of $0 for the year earlier period.
For the three months ended March 31, 2003, Altrimega had total expenses of
$49,124, consisting of $45,000 in consultant fees and $4,124 in administrative
expenses. During the year earlier three month period, Altrimega had total
expenses of $10,895, which consisted solely of administrative expenses. The
increase in total expenses of $38,229 during the three months ended March 31,
2003 was mainly to the consultant fees.
Altrimega had a net loss of $17,403 during the first three months of 2003
compared to in net loss of $10,895 for the year earlier period. While we had
revenues during the first quarter of 2003, and no revenues during the first
quarter of 2002, our net loss increased by $6,508 based on our increase in total
expenses during the first quarter of 2003.
LIQUIDITY AND CAPITAL RESOURCES
We had limited operations and no income during the fiscal year ended
December 31, 2002. We had limited operations during the first three months of
2003. Our shortfall in working capital has been met through advances from our
president, John Gandy, and other shareholders who have advanced funds to pay
expenses incurred by the Company from time to time. At no time during the fiscal
year 2002 or the first quarter of 2003 did these short term loans exceed
$60,000. For fiscal year 2003 we anticipate that we will need $300,000 to
continue to fund basic operations, in addition to funding necessary to acquire
an develop real estate projects.
For the quarter ended March 31, 2003, we had revenues of $181,979 and a net
loss of $17,403. On March 31, 2003, we had cash on hand of $134,845, total
assets of $1,429,647, total liabilities of $1,668,605, and a working capital
deficit of $273,958. Our accumulated deficit on March 31, 2003 was $451,910.
We anticipate that we will require significant capital to maintain our
corporate viability and execute our plan to develop real estate projects. We
anticipate necessary funds will most likely be provided by our existing
shareholders, our officers and directors and outside investors. We will require
significant loan guarantees to acquire properties for development and to
complete construction on Creative Holdings' planned projects. We will be
required to pledge equity in the Company to induce individuals, officers or
directors or other shareholders to guarantee our loans when necessary.
Altrimega's financial statements have been prepared on a going concern
basis that contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. Management
recognizes that Altrimega must generate additional resources to enable it to
continue operations. Management is planning to obtain additional capital
principally through the sale of equity and debt securities. The realization of
assets and satisfaction of liabilities in the normal course of business is
dependent upon Altrimega obtaining additional equity or debt capital and
ultimately obtaining profitable operations. However, no assurances can be given
that Altrimega will be successful in these activities. Should any of these
events not occur, the accompanying consolidated financial statements will be
materially affected.
Altrimega is at present meeting its current obligations from its monthly
cash flows from investor capital and loans from related parties. However, due to
insufficient cash generated from operations, Altrimega currently does not
internally generated cash sufficient to pay all of its incurred expenses and
other liabilities. As a result, Altrimega is dependent on investor capital and
loans to meet its expenses and obligations. Although investor funds and related
party loans have allowed Altrimega to meet its obligations in the recent past,
there can be no assurances that Altrimega's present methods of generating cash
flow will be sufficient to meet future obligations.
Cash from operating activities was $87,792 for the three months period
ended March 31, 2003. The cash was mainly from changes in inventory of $107,257.
There was no cash from investing or financing activities during the quarter
ended March 31, 2003.
10
From time to time, Altrimega may evaluate potential acquisitions involving
complementary businesses, content, products or technologies. Altrimega has no
present agreements or understanding with respect to any such acquisition.
Altrimega's future capital requirements will depend on many factors, including
an increase in Altrimega's real estate projects, and other factors including the
results of future operations.
ITEM 3. CONTROLS AND PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:
Within 90 days prior to the date of this Report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic reports
that are filed with the Securities and Exchange Commission. It should be noted
that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. In addition, we reviewed our
internal controls, and there have been no significant changes in our internal
controls or in other factors that could significantly affect those controls
subsequent to the date of their last valuation.
(b) CHANGES IN INTERNAL CONTROLS:
There were no significant changes in the Altrimega's internal controls or
in other factors that could significantly affect these controls during the
quarter covered by this report or from the end of the reporting period to the
date of this Form 10-QSB.
11
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEDURES
None.
ITEM 2. CHANGES IN SECURITIES
(a) Effective September 30, 2002, Altrimega issued Series A Preferred
Stock. The rights of holders of Series A Preferred Stock are set forth in the
Certificate of Designation filed as an Exhibit 4.01 to Altrimega's Form 10-KSB,
filed on May 20, 2003. Each share of the series is convertible, at the option of
the holder, into three hundred shares of common stock.
(b) None.
(c) None.
(d) None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO BE A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) EXHIBITS. The following exhibits are included as part of this
report:
SEC
EXHIBIT REFERENCE
NUMBER NUMBER TITLE OF DOCUMENT LOCATION
-------- ----------- --------------------------- -------------------------
2.01 2 SHARE EXCHANGE AGREEMENT Incorporated by reference
among Altrimega Health to the Company's report
Corporation, Creative on Form 8-K, dated
Holdings, Inc. and the October 2, 2002
Shareholders of Creative
Holdings, Inc., dated as
of September 2, 2002
4.01 4 CERTIFICATE OF DESIGNATION Incorporated by reference
AS OF SEPTEMBER 30, 2002 to Exhibit 4.01 to the
Company's Form 10-KSB
filed on May 20, 2003
12
(b) REPORTS ON FORM 8-K. During the quarter ended March 31, 2003 we filed
current reports on Form 8-K with the Commission reporting that:
May 20, 2003 Altrimega filed Amendment No. 2 to Form 8-K/A, filing the
financial statements required under reporting that under
Item 7, as a result of the Share Exchange Agreement with
Creative Holdings, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
June 2, 2003 ALTRIMEGA HEALTH CORPORATION
By: /s/ John Gandy
------------------------------------------
John Gandy,
Chief Executive Officer and
Director
By: /s/ Ron Hendrix
------------------------------------------
Ron Hendrix,
Chief Financial Officer and
Secretary
13
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Altrimega Health Corporation
(the "Company") on Form 10-QSB for the quarter ended March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
each of the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
Date: June 2, 2003 By: /s/ John Gandy
------------------------------------------
John Gandy
Chief Executive Officer
By: /s/ Ron Hendrix
------------------------------------------
Ron Hendrix
Chief Financial Officer
A-1
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302
CERTIFICATION
I, John Gandy, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Altrimega Health
Corporation.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for Registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Registrant's ability to record,
process, summarize and report financial data and have identified for
Registrant's auditors any material weaknesses in internal controls;
and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 2, 2003 By: /s/ John Gandy
------------------------------------------
John Gandy
Chief Executive Officer
B-1
OFFICER'S CERTIFICATE
PURSUANT TO SECTION 302
CERTIFICATION
I, Ron Hendrix, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Altrimega Health
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for Registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Registrant's ability to record,
process, summarize and report financial data and have identified for
Registrant's auditors any material weaknesses in internal controls;
and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: June 2, 2003 By: /s/ Ron Hendrix
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Ron Hendrix
Chief Financial Officer
C-1