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, 2005
Commission File Number 0-29057
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________TO __________________
ALTRIMEGA HEALTH CORPORATION
----------------------------
(Exact name of registrant as specified in charter)
NEVADA 87-0631750
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4702 OLEANDER DRIVE, SUITE 200,
MYRTLE BEACH, SC 29577
---------------- -----
(Address of principal executive offices) (Zip)
Issuer's telephone number, including area code (843) 497-7028
--------------
Securities registered pursuant to section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to section 12 (g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
----------------------------------------
(Title of Class)
As of May 20, 2005, 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 losses, dependence
on management, variability of quarterly results, and the ability of Altrimega to
continue its growth strategy and competition, certain of which are beyond
Altrimega's control. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove incorrect, actual
outcomes and results could differ materially from those indicated in the
forward-looking statements.
Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
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ITEM 1. FINANCIAL STATEMENTS
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 23,233
Accounts receivable 1,959
Properties held for development or sale 915,314
------------
Total Current Assets 940,506
OTHER ASSETS
Deposits 35,000
Accounts receivable-related party 59,160
------------
TOTAL ASSETS $ 1,034,666
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - secured by residential units for sale $ 480,333
Accounts payable - related parties 277,654
Accounts payable 150,996
------------
Total Current Liabilities 908,983
------------
MINORITY INTEREST 118,315
COMMITMENTS AND CONTINGENCIES --
STOCKHOLDERS' EQUITY
Preferred stock 10,000,000 shares authorized at $0.001 par value;
No shares issued and outstanding --
Common stock 50,000,000 shares authorized at $0.001 par value;
48,139,950 shares issued and outstanding 49,140
Additional paid in capital 382,560
Accumulated deficit (424,332)
------------
Total Stockholders' Equity 7,368
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 1,034,666
============
The accompanying notes are an integral part of these financial statements.
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ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(Unaudited)
March 31, March 31,
2005 2004
------------ ------------
SALES $ 1,748,601 $ --
COST OF SALES 1,301,000 --
------------ ------------
Gross Profit 447,601 --
------------ ------------
EXPENSES
Consulting and professional fees 26,250 --
Administrative 32,800 26,322
------------ ------------
TOTAL EXPENSES 59,050 26,322
------------ ------------
Income (loss) from operations 388,551 (26,322)
OTHER INCOME (EXPENSE)
Interest Expense (9,694) (11,655)
Other income -- 3,150
------------ ------------
TOTAL OTHER (EXPENSE) (9,694) (8,505)
------------ ------------
Income (loss) - before minority interest 378,857 (34,827)
LESS MINORITY INTEREST 86,027 4,193
------------ ------------
Income (loss) - before provision for income taxes 292,830 (30,634)
------------ ------------
Provision for income taxes -- --
------------ ------------
Net income (loss) $ 292,830 (30,634)
============ ============
NET LOSS PER COMMON SHARE
Basic and diluted $ 0.01 $ --
------------ ------------
AVERAGE OUTSTANDING SHARES - (stated in 1,000's)
Basic and diluted 49,139,950 49,139,950
------------ ------------
The accompanying notes are an integral part of these financial statements.
4
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
(Unaudited)
March 31, March 31,
2005 2004
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 292,830 $ (30,634)
Adjustments to reconcile net loss to net cash provided by
operating activities Minority interest 86,027 (4,193)
Changes in operating assets and liabilities
Properties held for development or sale 697,134 (68,697)
Accounts receivable-related party -- 4,000
Accounts receivable (120) --
Accounts payable-related 796 6,000
Accounts payable (8,747) 43,425
-------------- --------------
Net Cash from Operations 1,067,920 (50,099)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES -- --
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net of payments 224,131 139,752
Payments on notes payable (1,272,110) (75,000)
-------------- --------------
Net cash provided (used) by financing activities (1,047,979) 64,752
-------------- --------------
Net Increase (decrease) in Cash 19,941 14,653
Cash at Beginning of Period 3,292 1,739
-------------- --------------
Cash at End of Period $ 23,233 $ 16,392
============== ==============
Supplemental disclosure of cash flow information
Cash paid for interest $ 9,694 $ 11,655
-------------- --------------
Cash paid for income taxes $ -- $ --
============== ==============
The accompanying notes are an integral part of these financial statements.
5
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
(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, 2004 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 the financial
position of the Company as of March 31, 2005 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Employee stock based compensation - In December 2004, the Financial
Accounting Standards Board issued SFAS No. 153, "Accounting for
Stock-Based Compensation." SFAS No. 153 amends the transition and
disclosure provisions of SFAS No. 123. This statement supersedes APB
Opinion No. 25, Accounting for Stock Issued to employees, and its related
implementation guidance. This Statement establishes standards for the
accounting for transactions in which an entity exchanges its equity
instruments for goods or services. This Statement requires a public entity
to measure the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period
during which an employee is required to provide service in exchange for
the award--the requisite service period (usually the vesting period). For
stock options and warrants issued to non-employees, the Company applies
Statement of Financial Accounting Standards ("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.
The Company issued no stock and granted no warrants or options to
employees for compensation for the three months ended March 31, 2005.
3. NOTES PAYABLE
As of March 31, 2005, the Company has three notes payable totaling
$480,333. The outstanding balances are secured by real estate, payable in
quarterly installments of interest only at the rate between 5% and 6% and
maturities during July through November 2005.
4. RELATED PARTY TRANSACTIONS
Accounts receivable - related party - As of March 31, 2005, 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 March 31, 2005
totaled $59,160.
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Accounts payable - related parties - As of March 31, 2005,
officers-directors, and their controlled entities, have acquired 34.33% of
the outstanding stock of the Company and have made non-interest bearing,
due on demand loans to the Company totaling $277,654.
Executive employment agreement - During 2003 the Company entered into an
employment agreement with an officer, which provides for an annual salary
of $100,000 with a 5% increase each year to a maximum of $125,000,
provided the Company has a profit in the previous year.
5. EXCHANGE AGREEMENT
On December 17, 2004, the Company signed a definitive Share Exchange
Agreement to acquire all of the outstanding shares of common stock of Top
Gun Sports & Entertainment, Inc., ("Top Gun Sports") in exchange for the
issuance of 15,750,000 shares of the Company's common stock to the current
shareholders of Top Gun Sports. The closing of the transaction is
conditioned upon the Company'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.
On March 30, 2005, the parties to the Share Exchange Agreement
memorialized an amendment to the agreement, eliminating certain conditions
of closing to the transaction, including that the Company sell the assets
of the Creative Holdings, Inc. subsidiary and that Top Gun have obtained
lease agreements and permits prior to closing.
6. SUBSEQUENT EVENTS
On May 9, 2005, the Company terminated the Share Exchange Agreement, dated
December 17, 2004 by and between the Company and Top Gun Sports &
Entertainment, Inc. based upon the terms of the Share Exchange Agreement.
The Board Of Directors of the Company determined that the necessary
approval of certain aspects of the transaction as contemplated by the
Share Exchange Agreement was not made in a timely manner as set forth in
the Share Exchange Agreement.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan Of Operation
General
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements, and the Notes thereto included herein.
The information contained below includes statements of Altrimega's or
management's beliefs, expectations, hopes, goals and plans that, if not
historical, are forward-looking statements subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements. For a discussion on
forward-looking statements, see the information set forth in the Introductory
Note to this Annual Report under the caption "Forward Looking Statements", which
information is incorporated herein by reference.
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
8
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.
Principals Of Consolidation
The consolidated financial statements shown in this report excludes the
historical operating information of the parent before September 30, 2002, and
includes the operating information of the subsidiary, Creative Holdings, Inc.,
from July 3, 2002 (date of inception of the subsidiary), and the operating
information of Sea Garden Funding, LLC from November 2002 (the date of the
purchase of 80% of the LLC) to March 31, 2005.
All intercompany transactions have been eliminated.
Results Of Operations For The Period Ended March 31, 2005, Compared To The
Period Ended March 31, 2004
Revenues
Revenue for the period ended March 31, 2005, was $1,748,601, an increase
of $1,748,601, as compared to $-0- in revenues for the period ended March 31,
2003. The increase in revenues in 2005 was attributable to strong sales of units
at the Sea Garden Project in the first quarter, where the Company sold no units
in 2004. We anticipate revenues for the fiscal year ending 2005 to consist
mainly or completely of the sale of units at the Sea Garden Project.
Cost of revenue. Cost of revenue for the period ended March 31, 2005 was
$1,301,000. These costs were associated with construction costs on units at the
Sea Garden Project. There was no cost of revenue for the period ended March 31,
2004, as there were no construction revenues.
Gross profit. Gross profit for the period ended March 31, 2005 was
$447,601. The gross profit represented revenues received for sales of units at
the Sea Garden Project along with construction costs associated with building
and financing the units. There was no gross profit for the period ended March
31, 2004.
Operating expenses. Operating expenses for the period ended March 31,
2005, were $59,050, as compared to $26,322, for the period ended March 31, 2004.
Operating expenses in 2005 consisted of $26,250 in consulting and professional
fees and $32,800 in general and administrative expenses. The increase of $32,728
from 2004 to 2005 was almost entirely attributable to increased activity at the
Sea Garden Project.
Other income (expense). Other income (expense) for the period ended March
31, 2005, was a net expense of $9,694, an increase of $1,189, as compared to a
net expense of $8,505 for the period ended March 31, 2004. The increase in other
expense in 2005 was primarily attributable to no other income being booked in
the current quarter.
Net income (loss). Altrimega had a net income before provision for income
taxes of $292,830 for the period ended March 31, 2005, as compared to a net loss
of $(30,634) for the period ended March 31, 2004. The increase of $323,464 was
mostly attributable to strong sales at the Sea Garden Project. There was no
provision for income taxes in the period, therefore, the net income after
provision for income taxes was also $292,830.
Liquidity And Capital Resources
Altrimega's financial statements have been prepared on a going concern
basis that contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. Altrimega incurred
a net income of $292,830 and a net loss of $(30,634) for the periods ended March
31, 2005 and March 31, 2004, respectively, and has an accumulated deficit of
9
$424,332 at March 31, 2005. As of March 31, 2005, we had assets of $1,034,666
and liabilities of $908,983, a surplus of $125,683. Additionally, our current
assets were $940,506 and our current liabilities were $908,983, creating a
working capital surplus of $31,523. The majority of the assets, $915,314,
consist of building sites contained within the Sea Garden town home community.
Consequently, the majority of our liabilities, $480,333, are mortgage
loans on the Sea Garden assets. Accounts payable to related parties equal to
$277,654 are also included in our liabilities. Management recognizes that
Altrimega must generate or obtain additional capital to enable it to continue
operations.
For the three months ended March 31, 2005, the Company provided net cash
in operations of $1,067,920 no cash for investing activities and had $1,047,979
in cash used by financing activities.
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.
We have incurred losses since inception until the last two quarterly
periods. Management believes that it will generate adequate capital to fund
overall Company operations for the next twelve months. Altrimega currently has
approximately $23,233 in cash and cash equivalents as of March 31, 2005.
Plan Of Operation For 2005
The Company derives it revenue from the sale of developed or undeveloped
real estate parcels. At present, the Company has one project generating
revenues, Sea Garden Town Homes, located in North Myrtle Beach, South Carolina.
These Town Homes sell in the $125,000 to $160,000 range per Town Home unit.
Altrimega intends to strive to locate, evaluate and proceed to finance and
develop multiple projects located primarily in the Myrtle Beach, South Carolina
area and the Carolinas area of the United States. Management believes that these
areas provide the population growth necessary to achieve profits from new
construction projects. For the last three years, Horry County, South Carolina
has been one of the top three fastest growing counties in the United States. In
1997, Horry County showed a population of only 180,000. Based on current
projections and the 2000 census data, the county will have a permanent
population of 500,000. The principal industries of the area are tourism related.
Myrtle Beach is considered a drive-in market, where tourists will drive their
cars rather than fly to the destination. The tourism industry in Myrtle Beach
has developed three seasons, spring golf, summer beach vacations and fall golf.
The spring and fall golf seasons bring approximately 150,000 visitors per week
to play on the areas over 100 golf courses. The summer vacation season brings in
approximately 400,000 per week. The average tourist stay is one week.
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
consistent earnings, we have taken the following steps to revise our operating
and financial requirements in an effort to enable us to continue in existence:
o We have reduced administrative expenses to a minimum by consolidating
management responsibilities to our president and chief executive officer.
o We intend to seek either equity or further debt funding.
o We intend to attempt to obtain the professional services of
third-parties through favorable financing arrangements or payment by the
issuance of our common stock.
We believe that the foregoing plan should enable us to generate sufficient
funds to continue its operations for the next twelve months.
10
For the next 12 months we anticipate that we will need $150,000 to
continue to fund basic operations, in addition to funding necessary to acquire
and develop real estate projects. The Company anticipates approximately $50,000
in consulting fees in the next fiscal year and only minor operating expenses.
Any new real estate projects will require debt financing. The Company plans to
continue operating with small administrative and consulting fees in the next
fiscal year in order to continue operations. Continuing to work with its
accounting and legal professionals more efficiently, the Company plans to reduce
its fees for such services. In addition, the Company plans to utilize only one
consultant for accounting services.
From time to time, Altrimega may evaluate potential acquisitions involving
complementary businesses, content, products or technologies. As of March 31,
2005, 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.
ITEM 3. CONTROLS AND PROCEDURES
(A) Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Principal Executive Officer and Principal Financial Officer of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
period covered.
(B) Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls
during the Company's quarter ended March 31, 2005, the Company's Principal
Executive Officer and Principal Financial Officer have determined that there are
no changes to the Company's internal controls over financial reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.
11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
Between December 21, 2004 and January 5, 2005, the Company entered into
releases with each Holder of the Company's 1,000,000 shares of Series A
Preferred Stock, which resulted in the cancellation of all of the Company's
shares of Series A Preferred Stock.
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) Exhibits:
Exhibit Number Title of Document Location
-------------- ----------------- --------
31.1 Certification by Chief Executive Officer Provided herewith
pursuant to 15 U.S.C. Section 7241, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification by Chief Financial Officer Provided herewith
pursuant to 15 U.S.C. Section 7241, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification by Chief Executive Officer Provided herewith
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K:
During the three months ended March 31, 2005, the Company filed a current
report on Form 8-K with the Commission on January 11, 2005 announcing that
between December 21, 2004 and January 5, 2005, the Company entered into releases
with each Holder of the Company's 1,000,000 shares of Series A Preferred Stock,
which resulted in the cancellation of all of the Company's shares of Series A
Preferred Stock.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
May 23, 2005 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