```

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

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended March 31, 2001.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

           For the transition period from ___________ to ___________.

                 Commission file number 333-38558

                           Island Critical Care Corp.
                 (Name of small business issuer in its charter)

                  Deleware65-0967706 
         State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization             Identification No.)

                 9 Myrtle Street, Stratford, PE, Canada       C1B 1P4
                 (Address of principal executive offices)    (Zip Code)

                    Issuer's telephone number (902) 569-4447

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

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

The Company experienced a net loss in the amount of $1,161,526 for the fiscal
year ended March 31, 2001.

Our common stock is not traded on any exchange.  We plan to eventually seek
registration on the OTCBB, once our Form 15C211 has cleared comments from the
National Association of Securities Dealers (NASD), if ever. We cannot guarantee
that we will obtain a listing. There is no trading activity in our securities,
and there can be no assurance that a regular trading market for our common stock
will ever be developed.

The number of shares of Common Stock, $0.001 par value, outstanding on March 31,
2001, was 18,101,000 shares, held by approximately 780 stockholders.

Documents incorporated herein by reference: None.

Transitional Small Business Disclosure Format: Yes [ ]; No [X].

This form 10KSB contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are necessarily based on
certain assumptions and are subject to significant risks and uncertainties. Such
assumptions are indicated by terminology such as, "believes," "it appears," "the
Company is informed," and the like, while such forward-looking statements are
indicated by terminology such as, "plans," "intends," and similar words which
refer to future conditions. These forward-looking statements are based on
management's expectations as of the date hereof, and the Company does not
undertake any responsibility to update any of these statements in the future.
Actual future performance and results could differ from that contained in or
suggested by these forward looking statements as a result of risk factors set
forth in this Form 10KSB.

In this form 10KSB, references to the "Company," "we," "us," and "our" refer to
Island Critical Care Corp.

                           ISLAND CRITICAL CARE CORP.

                                   Form 10-KSB
                    For the Fiscal Year Ended March 31, 2001

                                **TABLE OF CONTENTS****PART 1**

Item 1.  Description of business .....................................1

Item 2.  Description of Property .....................................3

Item 3.  Legal Proceedings ...........................................3

Item 4.  Submission of Matters to a Vote of Security Holders .........3

**PART II**

Item 5.  Market for Common Equity and Related Stockholder Matters ....3

Item 6.  Management's Discussion and Analysis or Plan of Operation ...4

Item 7.  Financial statements ........................................7

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure ....................................7

**PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act ...........8

Item 10. Executive Compensation .....................................10

Item 11. Security Ownership of Certain Beneficial Owners and
         Management..................................................11

Item 12. Certain Relationships and Related Transactions .............12

Item 13. Exhibits and Reports on Form 8-K ...........................12

**SIGNATURES** ..........................................................13

**Appendix A** Audited Financial Statements.....................F-1 to F-12

**Appendix B** Form 8-K..............................................1 to 2

**Part 1

ITEM 1.  DESCRIPTION OF BUSINESS**

            We were incorporated in Delaware on December 15, 1999. On December
22, 1999 we merged with Island Critical Care Corp., an inactive Florida
corporation. The purpose of this merger was to effect a change in the domicile
of the Florida Corporation to Delaware. Island Critical Care Corp. (a Florida
corporation), was originally incorporated on March 15, 1996 under the name 9974
Holdings Inc., and subsequently changed its name from 9974 Holdings Inc. to
Ontario Midwestern Railway Co. Inc, and finally the Florida Corporation's name
was changed to Midwestern Railway Co. Inc. All three changes in name of the
Florida Corporation were completed prior to its merger with the Delaware
Corporation.  In the merger of the Florida and Delaware Corporations, we issued
3,072,504 common shares that were exchanged for 3,072,504 shares of the Florida
Corporation on a 1 for 1 basis. Following this transaction, we emerged as the
surviving corporation. On January 13, 2000, we merged with Island Critical Care
Corporation, an Ontario Corporation.  In the merger of the Ontario Corporation
into the Delaware Corporation we issued 15,028,496 common shares that were
exchanged for 15,028,496 shares of the Ontario Corporation on a one for one
basis.  Following this transaction we emerged as the surviving corporation. We
acquired the Ontario incorporated Island Critical Care Corporation, because we
wanted to purchase its licensed technology, cash, financial incentive agreements
and research and development of its pulse oximeter prototype.

        Through our acquisition of the Ontario incorporated Island Critical Care
Corporation we acquired the right to use Masimo Corporation's Signal Extraction
Technology in medical devices that we plan to develop.  This Technology
integrates a computer processing board, computer software program, cables, and
other equipment into medical monitoring devices and is designed to measure the
level of oxygen saturation in the blood of human patients.

        We seek to become a developer, assembly plant, and worldwide distributor
of medical monitoring devices that use Masimo's Signal Extraction Technology.
Our registered office is located at Suite 201, 205 Worth Avenue, Palm Beach,
Florida, 33480 and our registered agent at that address is J. Paul Hines.  Our
principal executive offices are currently located at 9 Myrtle Street, Stratford,
Prince Edward Island, Canada.  Our telephone number is (902) 569-4447.  We are
only authorized to issue common stock.  Our total authorized common stock
consists of 50,000,000 shares, of which 18,101,000 shares are issued and
outstanding.

        For the fiscal years ended March 31, 2001 and 2000, we have no revenues
or profits.  The initial medical monitoring device we have developed and we will
attempt to market is the VitalSAT pulse oximeter using Masimo's Signal
Extraction Technology. On or about April 28, 2000 we completed development of
our prototype pulse oximeter.  From approximately January 1, 2000 to
approximately August 1, 2000, the name of our pulse oximeter was the ATO2m2000
pulse oximeter.  On or about August 21, 2000, we decided to change the name of
our pulse oximeter to the VitalSAT pulse oximeter. We changed the name of our
pulse oximeter because we believed the new name offered greater name
recognition.

            During the course of the fiscal year ended March 31, 2001 we
undertook a process of having the VitalSAT pulse oximeter tested and/or
evaluated under the Canadian Standards Association (CSA), International
Electromechanical Commission (IEC), Underwriters Laboratory (UL) and US Food and
Drug Cosmetics Act (FDA).  This process has resulted in the pulse oximeter
having passed the required testing under each of CSA, IEC and UL.  In order to
obtain the Certification Europeainne (CE) mark, the company had to be registered
under the International Standards Organization (ISO).  We commenced the ISO
registration process in December 2000 and were registered under ISO 9002:1994 on
April 11, 2001. An application for pre-market approval has been made under
Section 510K of the Food, Drug and Cosmetics Act.  This process is required to
legally sell a medical device in the United States of America. There can be no
assurances that we will be successful in obtaining the 510K approval.

        On February 1, 2001 we moved into our new leased premises in Stratford,
Prince Edward Island Canada.  Prince Edward Island is one of the ten Provinces
that comprise the Confederation of Canada.  It is located in the Atlantic Ocean
approximately 13 miles northwest of Nova Scotia. This facility includes
approximately 10,000 square feet of office, storage, and assembly space.  Prior
to February 1, 2001 we were given access to office and manufacturing premises
owned by the government of the Province of Prince Edward Island on a rent-free
basis.  These temporary offices were located in the West Royalty Industrial Park
in Charlottetown, Prince Edward Island. In approximately May 2000, we began
limited operations in these temporary facilities.

            Until April 11, 2001, our limited operations consisted of assembling
three of the five sub-component parts of the VitalSAT pulse oximeter and
completion of our prototype pulse oximeters and those used in the testing to
obtain the certifications noted above. Subsequent to April 11, 2001, we
commenced commercial production of the VitalSAT pulse oximeter for distribution
in Canada, the European Union, Asia and South America.

        As part of the ISO certification process, we developed an assembly plan
for the pulse oximeter.  We have developed a marketing and distribution plan for
our VitalSAT oximeter and are currently in discussions with fifteen (15)
distributors to represent the product in Canada, Europe, Asia and South America.
As at the date of this filing we have signed agreements with six (6)
distributors.  We cannot assure that we will ever develop any other medical
device products or that we will be successful in completing our marketing and
distribution plan.  We cannot assure that we will sign any further distribution
agreements or that the distribution agreements signed to date will result in
future sales.

**ITEM 2. DESCRIPTION OF PROPERTY

        Our main offices are located at 9 Myrtle Street, Stratford, Price Edward
Island, Canada, C1B 1P4, our telephone number is (902) 569-4447, and our fax
number is (902) 569-4406. The facility is a leased, approximately 10,000 square
foot facility, utilized as our administrative and assembly plant.

**ITEM 3. LEGAL PROCEEDINGS.**

        The Company is not presently a party to any material litigation, nor to
the knowledge of management is any litigation threatened against us that may
materially affect us.

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

        No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during fiscal year ended March 31, 2001.

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

Market Information

          Our common stock is not traded on any exchange.  Our registration
statement was deemed effective by the Securities and Exchange Commission as of
January 18, 2001.  We are currently seeking to register our common stock on the
Over the Counter Bulletin Board (OTCBB). We cannot guarantee that we will obtain
registration. There is no trading activity in our securities, and there can be
no assurance that a regular trading market for our common stock will ever be
developed.

Penny Stock Considerations

          Broker-dealer practices in connection with transactions in penny
stocks are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission.  Penny stocks generally are equity securities with a price
of less than US$ 5.00.  Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market.  The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.

          These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules.  Our shares may someday be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.

Holders

          As of March 31, 2001, there were approximately 780 holders of record
of our common stock.

Dividends

          We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business.  Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the Board of Directors deems relevant.
There can be no assurance that we will ever issue a dividend.

**ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

Plan of Operations

            We have completed our first product, the VitalSAT Pulse Oximeter, a
stand-alone pulse oximeter, which uses patented electrical and mechanical
technology that is licensed from Masimo Corporation. We have completed testing
and certification as of April 11, 2001. This testing will allow us to export the
VitalSAT to countries that accept the CE label as its standard for medical
certification, such as the European Union. As at the date of this filing we have
made an application to the FDA for pre-market clearance and are awaiting
comments thereunder. There is no certainty that we will be successful in
obtaining the required FDA certification. If we are not able to obtain this
certification, the market for our product will be limited. On January 25, 2001
we received from Health Canada's Therapeutic Products Program a medical device
license to sell the VitalSAT Pulse Oximeter in Canada.

            The operations of the Company from its inception in April 1998 to
present, have been funded by a private placement completed in November 1999, a
line of credit from the Prince Edward Island Lending Agency (an agency of the
Provincial Government of the Province of Prince Edward Island, Canada),
repayable grants from the Atlantic Canada Opportunities Agency (an agency of the
Federal Government of Canada), non-repayable grants from the Prince Edward
Island Development Agency (an agency of the Provincial Government of the
Province of Prince Edward Island, Canada), from the National Research Council of
Canada and Human Resources Development Canada (both departments of the Federal
Government of Canada).

            With the assistance of the government of Prince Edward Island we
issued a request for proposals to have developers design and build a mixed-use
assembly and office facility to be located in the Town of Stratford, Prince
Edward Island, which we will use as our assembly plant. We have entered into a
10-year lease agreement commencing in February 2001 for these premises. From May
1, 2000 to February 1 2001, our principal executive offices were located at 85
Watts Avenue, Charlottetown, Prince Edward Island in premises provided to us on
a rent-free basis by the government of Prince Edward Island.  We do not sub-let
any portion of these premises to any other party and we occupy 100% of the
usable space in the building.

            We have secured a line of credit in the amount of US $951,900
through the Prince Edward Island Lending Agency, an agency of the Prince Edward
Island government responsible for attracting new business to Prince Edward
Island.  We met all preconditions to funding under this line of credit and
proceeded to draw down on these funds.  The line of credit facility is to fund
inventory purchases.  During the year ended March 31, 2001 the Company drew down
the full amount on the line of credit.  The interest rate on this line of credit
is the prime rate plus 3%. Interest is paid monthly.  The line of credit
facility is reviewed annually with the Prince Edward Island Lending Agency in
September of each year.

   We have secured a US$244,900 repayable grant from the Atlantic Canada
Opportunities Agency, an agency of the Canadian government. This agency is
responsible for the development of business opportunities in the four Provinces
that comprise the Atlantic region of Canada. The grant is interest free and
repayable over a five-year period commencing in January 2002. Acceptable
expenditures under the grant are capital asset acquisitions, market development,
and standards certification costs and are reimbursed by the Atlantic Canada
Opportunities Agency once the expenditure has been incurred and paid for by the
Company. We have filed claims with the Atlantic Canada Opportunities Agency and
are presently awaiting payment on those claims. During the year ended March 31,
2001 the Company filed and were paid claims totaling US $104,623 under this
program.

            In April 2000 the Company applied for funding under the Canada Jobs
Program with Human Resource Development Canada, a Federal government agency
responsible for job development in undeveloped and underdeveloped parts of
Canada. Under this program, the government funds 50% of qualified employee
salaries for a six- month period. The average salaries for these employees are
between US$10,200 and US $13,600 per employee. The Company received approval for
US$90,671 of funding from Human Resource Development Canada representing only a
portion of our possible funding. This funding is to be used for hiring of our
assembly personnel and the related capital costs for these employees. Human
Resource Development Canada will not provide funding to us until we hire the
personnel to be so funded. We have commenced hiring qualified employees under
this program and as at March 31, 2001 have accessed funding under this program
in the amount of US $3,843.

            We received a non-repayable grant of US $136,100 from Enterprise
PEI.

            We received from Enterprise Prince Edward Island a US $34,000 rental
incentive to be applied as against our monthly rental cost of the Stratford
building in the first year of occupancy. This grant is non-repayable.

Our operations over the next twelve months include the following:

        -  Obtaining pre-market clearance from the Food and Drug Administration
           (FDA 510K),
        -  Securing distribution contracts for the sale of the product,
        -  Hiring staff for the production facility in Prince Edward Island,
           and;
        -  Training of qualified staff to produce the product.

            All of our required parts to manufacture the pulse oximeter have
been secured from suppliers on purchase orders covering ten thousand units to be
delivered over a fourteen-month period.  The cost of these parts have been fixed
and a delivery schedule has been arranged with the suppliers to ensure that the
parts are delivered to us in a timely fashion in order to meet our projected
sales volumes.  The inventory purchases are funded under the Province of Prince
Edward Island's US $951,900 line of credit facility.

            There were significant costs associated with completing the
electrical and mechanical testing and obtaining the certifications necessary to
export and sell in the markets we have identified. These costs have been
minimized by centralizing this function with one independent supplier;
QPS/Entela. All of the safety and effectiveness testing was done by QPS/Entela
for a fixed fee. The Atlantic Canada Opportunities Agency financed these costs.
To the extent that future market development requires us to obtain additional
electrical and/or mechanical testing, we may be delayed in selling into those
markets until such testing is complete.

            The Atlantic Canada Opportunities Agency finances, on a repayable
basis, all costs associated with establishing distribution channels, marketing
materials such as brochures, attendance at trade shows, travel related to
establishing foreign markets, and capital acquisitions.

Results of operations: Third quarter and first nine months of fiscal 2001
compared to the third quarter and first nine months of fiscal 2000

            The comparative figures for the year ended March 31, 2000 reflect
operating activities of the Company from receipt of its private placement
financing in November 1999 to March 31, 2000. Prior to November 1999, the
Company was only engaged in seeking out this private placement to commence
development of its first product. The costs incurred during that period were
directly related to obtaining the private placement financing and are disclosed
in the financial statements as a reduction in the proceeds raised. Accordingly,
a comparison of the results of operations for the year ended March 31, 2000 to
that of March 31, 2001 would not be meaningful.

            For the year ended March 31, 2001, the Company has been engaged in
completing the development of the pulse oximeter, undergoing a safety and
effectiveness certification process on the VitalSAT pulse oximeter for
commercial sale of the product, certifying the Company under the ISO 9002:1994
standard and developing a distribution network for the sale of its product.

            The Company expended $309,676 on research and development of its
pulse oximeter for the year ended March 31, 2001. These costs include sub-
contract engineering ($183,560 2000: $89,146), prototype related costs ($66,906,
2000: $15,157) and electrical and mechanical standards testing of the pulse
oximeter ($59,210, 2000: $7,975).

            Sales and Marketing costs, disclosed in the financial statements
under the heading of Advertising and Promotion, Travel and Web Page design
relate to the costs of attendance at tradeshows, meetings with potential
distributors and the design and implementation of the web page during the year
ended March 31, 2001.

            The major components of General and Administrative expenses include
Investor Relations, Legal and Accounting, Relocation Expenses and Salaries and
Benefits. Investor Relations includes a monthly contract with Finlay
International Inc. for the provision of all investor relations services on
behalf of the Company at a monthly cost of $2050 plus related expenses ($35,686,
2000: $12,714), share transfer agent costs and ongoing filing costs with the
Securities and Exchange Commission ($17,807, 2000:$nil) . Legal and Accounting
costs are principally comprised of costs associated with the Company's
accountants for the audit and quarterly reviews of the Company's financial
statements for filing its SB2 with the Securities and Exchange Commission
($46,700, 2000: $8,504) and legal fees for the ongoing registration of the
Company's trademarks and general corporate matters ($10,090, 2000: $nil).
Relocation expenses are the result of moving key employees from Ontario, Canada
to Prince Edward Island, Canada, where our new principal executive office is
located.

**ITEM 7.  FINANCIAL STATEMENTS**

        See Index to Financial Statements and Financial Statement Schedules
appearing in Appendix A on pages F-1 through F-11, respectively, of this Form
10-KSB.

                           ISLAND CRITICAL CARE CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                               Palm Beach, Florida

             -------- -------------------------------------- ------
                                FINANCIAL REPORTS
                                       AT
                                 MARCH 31, 2001
             -------- -------------------------------------- ------

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

TABLE OF CONTENTS
--------------------------------------------------------------------------------

Independent Auditors' Report                                                         F-1

Balance Sheets at March 31, 2001 and March 31, 2000                                  F-2

Statements of Changes in Stockholders' Equity for the Period From the Date of
  Inception (April 21, 1998) through March 31, 2001.                                 F-3

Statements of Operations and Comprehensive Income for the Years Ended
  March 31, 2001 and 2000 and for the Period From the Date of Inception
  (April 21, 1998) Through March 31, 2001                                            F-4

Statements of Cash Flows for the Years Ended March 31, 2001 and 2000 and
  for the Period From the Date of Inception (April 21, 1998) Through March 31, 2001  F-5

Notes to the Financial Statements                                                    F-6-F-13

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  and Shareholders
Island Critical Care Corp.
Palm Beach, Florida

         We have audited the accompanying balance sheets of Island Critical Care
Corp. (A Development Stage Company) as of March 31, 2001 and 2000 and the
related statements of changes in stockholders' equity, operations and
comprehensive income and cash flows for the years ended March 31, 2001 and 2000
and for the period from inception (April 21, 1998) through March 31 2001. 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 audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Island Critical Care
Corp. as of March 31, 2001 and 2000 and the results of its operations and its
cash flows for the years then ended and for the period from the date of
inception (April 21, 1998) through March 31, 2001, in conformity with generally
accepted accounting principles.

         The accompanying financial statements have been prepared assuming
Island Critical Care Corp. (A Development Stage Company) (A Delaware
Corporation) will continue as a going concern. As more fully described in
Note K, the Company has incurred losses during the development stage that have
resulted in a stockholders' deficit. This condition raises substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to the deficit are also discussed in Note K. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
  May 9, 2001

**ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida**BALANCE SHEETS**
----------------------------------------------------------------------------------------

                                                                 (In U.S. Dollars)
                                                            March 31,         March 31,
                                                              2001               2000
----------------------------------------------------------------------------------------

**ASSETS****Current Assets**
Cash and Cash Equivalents                                 $   27,523       $  246,814
Accounts Receivable                                            1,281            2,121
Commodity Tax Recoverable                                      8,673            7,875
Inventory                                                    672,614              --
Prepaid Expenses                                              21,097           20,576
----------------------------------------------------------------------------------------

**Total Current Assets**                                         731,188          277,386

**Property and Equipment - Net of Accumulated Depreciation**     118,925           13,847

**Other Assets
License Fee - Net of Accumulated Amortization                 18,724           23,933
----------------------------------------------------------------------------------------

**Total Assets**                                              $  868,837       $  315,166
----------------------------------------------------------------------------------------

**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

Current Liabilities
Line of Credit                                            $  951,900       $      --
Note Payable - Due Within One Year                            45,710              --
Accounts Payable                                             273,874           36,070
Accrued Expenses                                              57,961              --
----------------------------------------------------------------------------------------

**Total Current Liabilities**                                  1,329,445           36,070

**Other Liabilities**
Grants Payable                                               104,623              --
Note Payable - Due After One Year                            133,279              --
----------------------------------------------------------------------------------------

**Total Liabilities**                                          1,567,347           36,070
----------------------------------------------------------------------------------------

**Stockholders' Equity (Deficit)**
Common Stock - $.001 Par; 50,000,000 SharesAuthorized;
               18,101,000 Shares Issued and Outstanding       18,101           18,101
Additional Paid-In Capital                                   885,639          701,719
Deficit Accumulated During Development Stage              (1,621,359)        (435,828)
Accumulated Other Comprehensive Income (Loss)                 19,109           (4,896)
----------------------------------------------------------------------------------------

**Total Stockholders' Equity (Deficit)**                        (698,510)          279,096
----------------------------------------------------------------------------------------

**Total Liabilities and Stockholders' Equity (Deficit)**    $    868,837       $   315,166
----------------------------------------------------------------------------------------

    The accompanying notes are an integral part of this financial statement.

                                      F - 2

                           ISLAND CRITICAL CARE CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                               Palm Beach, Florida

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 ----------------------------------------------------------------------------------------------------------------

                                                                                   **Common
 Years Ended March 31, 2001 and 2000and for the Period                             **Stock           Additional**
   from Date of Inception (April 21, 1998) Through             **Number of         $.001 Par          Paid-In**
   March 31, 2001                                                **Shares            Value            Capital**
 ---------------------------------------------------------------------------------------------------------------

 **Balance - April 21, 1998**                                           --             $   --         $  --
 Issuance of Shares for Cash -
   Original Incorporation of Canadian Company                 10,164,398            10,164        (4,000)
 Net Loss for the Period
 ---------------------------------------------------------------------------------------------------------------

 **Balance - March 31, 1999**                                     10,164,398            10,164        (4,000)
 Canadian Private Placement Offering of Stock,
   Net of Offering Costs of $249,835                           2,988,098             2,988       860,668
 Stock Subscriptions                                             876,000               876       291,139
 Less: Subscriptions Receivable                                      --                --       (292,015)
 Issuance of Shares in Exchange for Services,
   Net of Costs of Related Services of $340,000                1,000,000             1,000        (1,000)
 ---------------------------------------------------------------------------------------------------------------

 **Sub-Total                                                    15,028,496            15,028       854,792
 Acquisition of Florida Public Shell Corporation                     --                --       (150,000)
 Issuance of Shares in Connection with
   Merger with Island Critical Care Corp. Florida              3,072,504             3,073        (3,073)
 Net Loss for the Period                                             --                --            --
 Other Comprehensive Income (Loss) for the Period                    --                --            --
 ---------------------------------------------------------------------------------------------------------------

 **Balance - March 31, 2000                                     18,101,000          $ 18,101     $ 701,719

 Contribution of Capital                                             --                --        183,920
 Net Loss for the Period                                             --                --            --
 Other Comprehensive Income (Loss) for the Period                    --                --            --
 ---------------------------------------------------------------------------------------------------------------
 ---------------------------------------------------------------------------------------------------------------

**Balance - March 31, 2001                                     18,101,000          $ 18,101     $ 885,639
 ---------------------------------------------------------------------------------------------------------------

-Continued-

    **Deficit
   Accumulated           Accumulated             Total
      During                Other            Stockholders'
   Development          Comprehensive            Equity
      Stage             Income (Loss)          (Deficit)**
 ------------------------------------------------------------

  $    --              $      --               $   --

       --                     --                 6,164
   (56,941)                   --               (56,941)
 ------------------------------------------------------------

   (56,941)                   --               (50,777)

        --                    --               863,656
        --                    --               292,015
        --                    --              (292,015)

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

    (56,941)                  --               812,879
        --                    --              (150,000)

        --                    --                    --
   (378,887)                  --              (378,887)
        --                 (4,896)              (4,896)
 ------------------------------------------------------------

 $  (435,828)            $ (4,896)           $  279,096

          --                  --                183,920
   (1,185,531)                --             (1,185,531)
          --               24,005                24,005
 ------------------------------------------------------------
 ------------------------------------------------------------
  $ (1,621,359)          $ 19,109           $  (698,510)
 ------------------------------------------------------------

    The accompanying notes are an integral part of this financial statement.

                                      F - 3

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

               STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
--------------------------------------------------------------------------------------------------

                                                             (In U.S. Dollars)
                                           Period From
                                        Date of Inception           Years Ended
                                             Through                 March 31,
                                            March 31,            -------------------
                                              2001               2001           2000
--------------------------------------------------------------------------------------------------
Revenues                                 $      --             $   --           $   --
--------------------------------------------------------------------------------------------------

Operating Expenses
Advertising and Promotion                    55,059              43,424           5,288
Bank Charges                                  2,904               2,457             355
Communications                               15,430               9,295           2,123
Insurance                                     9,883               9,883              --
Investor Relations                           66,207              53,493          12,714
Legal and Accounting                         65,294              56,790           8,504
Organization Costs                            6,064                  --              --
Office Expense                               39,502              27,083           1,516
Relocation Expense                           52,524              52,524              --
Rent and Rentals                             33,236              28,023           5,213
Repairs & Maintenance                           249                 249              --
Research and Development Costs              421,954             309,676         112,278
Salaries and Benefits                       685,812             472,916         212,896
Shipping Charges                             18,419              18,015             404
Telephone and Utilities                      10,676              10,060             616
Travel                                      101,586              55,302          16,761
Web Page Design                              14,868              14,868              --
Depreciation                                 14,108              10,941           3,167
Amortization                                  4,559               3,492           1,067
--------------------------------------------------------------------------------------------------
**Total Operating Expenses**                  1,618,334           1,178,491         382,902
--------------------------------------------------------------------------------------------------

**Loss Before Other Income (Expenses)**      (1,618,334)         (1,178,491)       (382,902)

**Other Income (Expenses)**
Government Grants                            41,917              41,917             --
Interest Income                               7,690               3,675           4,015
Interest Expense                            (52,632)            (52,632)            --
--------------------------------------------------------------------------------------------------

**Net Loss for the Period                 (1,621,359)         (1,185,531)       (378,887)

**Other Comprehensive Income (Loss)**
Foreign Currency Translation Adjustment      19,109              24,005          (4,896)
--------------------------------------------------------------------------------------------------
**Comprehensive Income (Loss)**            $ (1,602,250)        $(1,161,526)      $(383,783)
--------------------------------------------------------------------------------------------------

**Weighted Average of Common Shares Outstanding   --           18,101,000      15,522,395

**Net Loss per Common Share - Basic and Diluted**   --            $   (0.07)      $   (0.02)
--------------------------------------------------------------------------------------------------

    The accompanying notes are an integral part of this financial statement.

                                      F - 4

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                            STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------

                                                                         (In U.S. Dollars)
                                                        Period From
                                                     Date of Inception           Year Ended
                                                         Through                  March 31,
                                                        March 31,            ------------------
                                                          2001              2001           2000
------------------------------------------------------------------------------------------------

**Cash Flows from Operating Activities**
Cash Received from Government                           $   --             $  --        $  --
Cash Paid to Suppliers and Employees                 (1,969,170)       (1,543,260)    (419,846)
-------------------------------------------------------------------------------------------------

**Net Cash Flows from Operating Activities**             (1,969,170)       (1,543,260)    (419,846)
-------------------------------------------------------------------------------------------------

**Cash Flows from Investing Activities**
Acquisition of Florida Public Shell Corporation        (150,000)              --      (150,000)
Purchase of Property and Equipment                     (139,551)         (122,775)     (16,776)
Purchase of License Fee                                 (25,000)              --       (25,000)
-------------------------------------------------------------------------------------------------

**Net Cash Flows from Investing Activities**               (314,551)         (122,775)    (191,776)
-------------------------------------------------------------------------------------------------

**Cash Flows from Financing Activities**
Gross Proceeds From Private Placement Offering        1,107,744               --     1,101,505
Capital Contribution                                    183,920           183,920          --
Cost of Private Placement Offering                     (249,835)              --      (249,835)
Net Proceeds From Borrowings                          1,301,115         1,301,115          --
-------------------------------------------------------------------------------------------------

**Net Cash Flows from Financing Activities              2,342,944         1,485,035      851,670
-------------------------------------------------------------------------------------------------

**Effect of Exchange Rate Changes
  on Cash and Cash Equivalents**                          (31,700)          (38,291)       6,666
-------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and Cash Equivalents     27,523          (219,291)     246,714

Cash and Cash Equivalents - Beginning of Year                --           246,814          100
-------------------------------------------------------------------------------------------------

**Cash and Cash Equivalents - End of Year**              $   27,523        $   27,523    $ 246,814
-------------------------------------------------------------------------------------------------

    The accompanying notes are an integral part of this financial statement.

                                      F - 5

RECONCILIATION OF NET LOSS TO NET CASH FLOWS FROM OPERATING ACTIVITIES
-------------------------------------------------------------------------------------------------

                                                                       (In U.S. Dollars)
                                                    Period From
                                                  Date of Inception         Year Ended
                                                      Through                March 31,
                                                      March 31,         -------------------
                                                        2001           2001             2000
-------------------------------------------------------------------------------------------------

Net Loss for the Period                         $   (1,621,359)     $ (1,185,531)     $ (378,887)

Adjustments:
Depreciation                                            14,108            10,941           3,167
Amortization                                             4,559             3,492           1,067

Changes in Assets and Liabilities:
Accounts Receivable                                     (4,285)           (2,171)        (2,114)
Commodity Tax Recoverable                               (9,874)           (2,047)        (7,827)
Inventory                                             (698,996)         (698,996)            --
Prepaid Expenses                                       (22,784)           (2,339)       (20,445)
Accounts Payable                                       330,611           294,541        (14,807)
Accrued Expenses                                        38,850            38,850             --
--------------------------------------------------------------------------------------------------

Net Cash Flows from Operating Activities         $  (1,969,170)     $ (1,543,260)     $ (419,846)
--------------------------------------------------------------------------------------------------

                                      F- 9

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                       NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note A -   The Companies

           The Company was incorporated in Delaware on December 15, 1999. On
           December 22, 1999 the Company merged with Island Critical Care Corp.,
           an inactive Florida corporation. The purpose of this merger was to
           effect a change in the domicile of the Florida corporation to
           Delaware. Island Critical Care Corp. (a Florida corporation), was
           originally incorporated on March 15, 1996 under the name 9974
           Holdings Inc., and subsequently changed its name from 9974 Holdings
           Inc. to Ontario Midwestern Railway Co. Inc., and finally the Florida
           corporation's name was changed to Midwestern Railway Co. Inc. All
           three name changes of the Florida corporation were completed prior to
           its merger with the Delaware company. The company purchased
           Midwestern Railway Co., Inc. (A Florida Public Shell Corporation) for
           $150,000 in November, 1999. In the merger of the Florida and Delaware
           corporations, the Company issued 3,072,504 common shares that were
           exchanged for 3,072,504 shares of the Florida corporation on a one
           for one basis. Following this transaction, the Company emerged as the
           surviving corporation.

           On January 13, 2000, the Company merged with Island Critical Care
           Corporation, an Ontario, Canada corporation. In the merger of the
           Ontario corporation into the Delaware corporation, the Company issued
           15,028,496 common shares that were exchanged for 15,028,496 shares of
           the Ontario Corporation on a one for one basis. Following this
           transaction the Company emerged as the surviving corporation.

           In neither of these merger transactions were any shares issued to any
           person who was not already known to the Company nor were any shares
           issued as any consideration for soliciting the exchange. The Company
           acquired the Ontario incorporated Island Critical Care Corporation,
           because it wanted to purchase the licensed technology of Masimo's
           signal extraction technology, cash, financial incentive agreements
           and research and development of its pulse oximeter prototype of the
           Ontario corporation.

           The business combinations described above have been accounted for as
           a recapitalization of the Company. Accordingly, the financial
           statements for all periods presented reflect the historical activity
           of the Canadian operating company.

           The Company's registered office is located in Palm Beach, Florida.
           The Company's principal executive office is located in Charlottetown,
           Prince Edward Island, Canada.

           **Scope of Business**
           At the present time, the Company is in the development stage and does
           not provide any product or service. The Company's objective is to be
           a leading developer and manufacturer of medical instrumentation for
           world export. It is currently developing a state of the art, stand
           alone pulse oximeter, which will be commercially manufactured in the
           Province of Prince Edward Island, Canada by July 2001. The Company
           has future plans to design, develop and manufacture a combined stand-
           alone oximeter and blood pressure unit, a stand-alone blood pressure
           unit and a vital signs monitor.

**Note B -   Summary of Significant Accounting Policies****Method of Accounting**
           The Company maintains its books and prepares its financial statements
           on the accrual basis of accounting.

                                  - continued -

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note B -   Summary of Significant Accounting Policies - continued**Use of Estimates**
           The preparation of financial statements in conformity with generally
           accepted accounting principles 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 expense during the reporting period. Actual results can
           differ from those estimates.

           **Concentrations of Credit Risk**
           Financial instruments that potentially expose the Company to
           significant concentrations of credit risk consist principally of bank
           deposits. Cash is placed primarily with high quality AAA rated
           financial institutions.

           **Cash and Cash Equivalents**
           Cash and cash equivalents include time deposits, certificates of
           deposit, and all highly liquid debt instruments with original
           maturities of three months or less.

           **Foreign Currency Translation**
           The Company's foreign operations in Prince Edward Island, Canada, are
           measured using the local currency as the functional currency. Assets
           and liabilities are translated at exchange rates as of the balance
           sheet date. Revenues, expenses and cash flows are translated at
           weighted average rates of exchange in effect during the year. The
           resulting cumulative translation adjustments have been recorded as a
           separate component of stockholder's equity and comprehensive income.
           Foreign currency transaction gains and losses are included in net
           income.

           **Development Stage**
           The Company has operated as a development stage enterprise since its
           inception by devoting substantially all of its efforts to financial
           planning, raising capital, research and development, and developing
           markets for its goods. The Company prepares its financial statements
           in accordance with the requirements of Statement of Financial
           Accounting Standards No. 7, Accounting and Reporting by Development
           Stage Enterprises.

           **License Fee**
           The Company entered into a licensing agreement with Masimo
           Corporation of Irvine, California that provides the Company with the
           rights to use their new technology known as Signal Extraction
           Technology (SET(R)) in the production of high-end stand-alone pulse
           oximeters. The license fee is amortized over seven years.

           **Inventory**
           Inventory consists of parts to be used in the assembly of the pulse
           oximeter. Inventory is recorded at the lower of cost determined by
           the first in, first out method or market. As of the balance sheet
           date there were no sub-assembly components or finished goods in
           inventory.

                                  - continued -

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note B -   Summary of Significant Accounting Policies - continued

           **Income Taxes**
           Deferred taxes are provided in the financial statements for
           significant temporary differences arising from assets and liabilities
           whose bases are different for financial reporting and income tax
           purposes. The primary differences are attributable to depreciation
           methods. Deferred tax assets arising from net operating losses
           incurred during the development stage have been fully reserved
           against due to the uncertainty as to when or whether the tax benefit
           will be realized. At March 31, 2001, the Company has incurred net
           operating losses available to offset future income taxes of
           approximately $1,600,000. The net operating losses will begin to
           expire in 2014.

           **Net Income (Loss) Per Common Share**
           Net income (loss) per common share is computed in accordance with
           SFAS No. 128, "Earnings Per Share". Basic earnings per share is
           calculated by dividing net income (loss) available to common
           stockholders by the weighted average number of common shares
           outstanding for each period. Share and per share amounts for all
           periods presented have been adjusted to reflect the recapitalization.
           The weighted average shares outstanding for the period ended March
           31, 2000 reflects the common stock issued as outstanding for the
           entire year since there were no significant operations prior to the
           stock offering. Diluted earnings per share are identical to basic
           earnings per share for the periods presented since the conversion of
           the outstanding stock options would have an anti-dilutive effect on
           earnings per share.

           **Stock Options and Warrants**
           The Company accounts for stock options and warrants in accordance
           with the provisions of SFAF No. 123 "Accounting for Stock-Based
           Compensation." SFAS No. 123 prescribes the recognition of
           compensation based on the fair value of the options on the grant
           date. The Company values stock options issued based upon an option-
           pricing model and recognizes this value as an expense over the
           vesting period.

           **Research and Development**
           Research and development expenses represent contract engineering
           costs, certification costs, and prototype parts and are charged
           against operations as incurred.

           **Advertising Expenses**
           Advertising expenses are charged against operations during the period
           incurred, except for direct-response advertising costs, which are
           capitalized and amortized over periods not exceeding one year.
           Advertising expenses charged against operations were $43,424 and
           $5,288 for 2001 and 2000, respectively. The Company did not incur any
           direct-response advertising costs during 2001 or 2000.

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note C -   Property and Equipment**
           Property and equipment consists of furniture, fixtures and equipment
           located in Prince Edward Island, Canada. Property and equipment are
           stated at cost, less accumulated depreciation computed on the
           straight-line method over the estimated useful lives as follows:

                           Equipment                             5 Years
                           Computer                              3 Years
                           Furniture and Fixtures                7 Years

           Maintenance and repairs are charged to expense.  The cost of property
           and equipment retired or otherwise disposed of and the related
           accumulated depreciation are removed from the accounts

           Property and equipment are recorded at cost and consisted of the
           following:

           --------------------------------------- ----------------- -----------------
           March 31,                                     2001              2000
           --------------------------------------- ----------------- -----------------
           --------------------------------------- ----------------- -----------------

           Furniture and Fixtures                    $  25,700          $  2,912
           Computer Equipment                           20,873             7,686
           Equipment                                    24,223             6,416
           Tooling                                      59,585                --
           --------------------------------------- ----------------- -----------------
           --------------------------------------- ----------------- -----------------
                                                     $ 130,381          $ 17,014
           Less:  Accumulated Depreciation              11,456             3,167
           --------------------------------------- ----------------- -----------------
           --------------------------------------- ----------------- -----------------

           Net Property and Equipment                $ 118,925          $ 13,847
           --------------------------------------- ----------------- -----------------

--------------------------------------------------------------------------------------
           Depreciation expense for the years ended March 31, 2001 and 2000 was
           $10,941 and $3,167, respectively.

**Note D -   Grants**
           The company is entitled to receive grants from the National Research
           Council of Canada.  The grants are non-repayable and are based upon
           40% of qualified research and development expenditures up to a
           maximum of $48,000 (approximately $32,000 US at March 31, 2001).
           Grants received are recognized as revenue in the period in which the
           related expenses are incurred and are recorded as other income in
           the accompanying financial statements. Grant revenue amounted to
           $31,952 at March 31, 2001.

           The Company is entitled to receive grants in the form of interest
           free loans from the Atlantic Canada Opportunities Agency, an agency
           of the Canadian Government. The total amount of the loans available
           is approximately $244,900 US and is based upon Qualified Expenditures
           for Capital Asset Acquisitions, Market Development and Standard
           Certification Costs. The grant is interest free and is repayable over
           5 years.

                                     F - 13

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note E -   Line of Credit**
           The Company has an available line of credit with the Prince Edward
           Island Lending Agency, an agency of the Province of Prince Edward
           Island Government with a maximum amount of $951,900 US. The line of
           credit became available upon the completion of the prototype for the
           Pulse Oximeter. The line of credit bears interest at the prime rate
           plus 2.75% (10.25% at March 31, 2001) annually and is collateralized
           by the general assets of the Company. The line of credit is renewable
           annually in September. The total amount outstanding was $951,900 US
           at March 31, 2001. Interest expense amounted to $42,771 and $-0- for
           the years ended March 31, 2001 and 2000, respectively.

**Note F -   Notes Payable**
           Notes payable consisted of the following:

           ---------------------------------------------------------------------- -------------------- ---------------------
           March 31,                                                                     2001                  2000
           ---------------------------------------------------------------------- -------------------- ---------------------
           ---------------------------------------------------------------------- -------------------- ---------------------

           Note payable, unsecured,  repayable in monthly installments of
           $2,305, including principal and interest. The note is for a
           five-year term and bears interest at the rate of 9% per annum. The
           note is due in July 2005.                                                   $ 98,961            $ --

           Note payable, unsecured, repayable in monthly installments of
           $1,119, including principal and interest. The note is for a
           five-year term and bears interest at the rate of 9% per annum. The
           note is due in September 2005.                                                49,569              --

           Note payable, unsecured, repayable in monthly installments of $659,
           including principal and interest. The note is for a five-year term
           and bears interest at the rate of 9% per annum. The note is due in
           December 2005.                                                                30,459              --
           ---------------------------------------------------------------------- -------------------- ---------------------
           ---------------------------------------------------------------------- -------------------- ---------------------
                                                                                      $ 178,989            $ --
           Less:  Amount Due Within One Year                                             45,710              --
           ---------------------------------------------------------------------- -------------------- ---------------------
           ---------------------------------------------------------------------- -------------------- ---------------------

           Amount Due After One Year                                                  $ 133,279            $ --
           ---------------------------------------------------------------------- -------------------- ---------------------

           Annual maturities of debt for the five years succeeding March 31, 2001 are as follows:

                  2002               2003              2004               2005               2006             Total
           -------------------- ------------------ ----------------- ------------------ ------------------ -----------------
           -------------------- ------------------ ----------------- ------------------ ------------------ -----------------
               $ 34,287           $ 37,504          $ 41,021           $ 44,869           $ 21,308         $ 178,989
           -------------------- ------------------ ----------------- ------------------ ------------------ -----------------

           Interest expense for the years ended March 31, 2001 and 2000 amounted
           to $9,861 and $-0-, respectively.

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note G -   Stockholders' Equity**
           Common Stock Issued
           The Company raised capital through a Canadian Private Placement
           offering during 1999 with one significant investor. Stock
           subscriptions totaling $1,113,491 in U.S. dollars (representing
           2,988,098 common shares) were received in cash. An additional 876,000
           shares representing $292,015 was subscribed for but was not paid for
           as of the balance sheet date. During fiscal 2001, the Company
           received an additional capital contribution in cash of $183,920 from
           an existing shareholder to use as working capital.

           As a fee for arranging the private placement of shares, Finlay
           Investment Consulting earned a fee of 8.5% of the total value of
           common shares issued amounting to $87,460 and also 1,000,000 common
           shares. The shares and related services were valued at the same value
           as the stock issued under the private placement of $0.50 Canadian per
           share ($0.34 US per share). The cash commission paid to Finlay
           Investment Consulting is considered a cost of raising capital and
           accordingly has been included as part of the total offering costs of
           $249,835 which have been netted with proceeds from the Canadian
           Private Placement in the accompanying financial statements. Other
           offering costs consisted of legal ($80,768), consulting and
           accounting fees ($67,775) as well as travel expenses and related
           costs ($13,832).

           On January 18, 2001, the Company's securities became registered with
           the Securities and Exchange Commission under the Securities Act of
           1933. However, as of the date of these financial statements, the
           Company's securities are not qualified to trade on any recognized
           exchange.

**Note H -   Stock Options and Warrants
           Investors
           In November 1999, the Company granted 747,025 warrants to investors
           in connection with the original issuance of shares. The warrants are
           exercisable over a 24 month term at an exercisable price of $1.00 and
           $1.50 per share in the first and second year respectively ($.68 and
           $1.02 in U.S. Dollars). The fair market value of the options was
           determined by using a Black Scholes option pricing model. The
           calculated fair value at the date of the grant was zero.

           Directors
           In January 2000, the Company began granting options to certain
           directors in increments of 1,000 per month (42,000 outstanding at
           March 31, 2001). The stock options are exercisable at $.25 per share
           ($.17 per share US). All options are fully vested and expire three
           years from the date of the grant. The fair market value of the
           options was determined using the Black Scholes option pricing model.
           The calculated fair value at the date of the grant was zero.

                                  - continued -

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note H -   Stock Options and Warrants - continued**

           Employees
           In July, 2000, the Company began granting options to employees.
           These options vest over a three year period and are exercisable at US
           $2.00 per share. The options expire three years from the date of the
           grant. The fair market value of the options was determined using the
           Black Scholes option pricing model. The calculated fair value at the
           date of the grants was zero.

           The assumptions used were as follows:
           ------------------------------------------------- -------------- ----
           Weighted Average Fair Value of Common Stock          $ .34
           Expected Market Volatility                            10.0%
           Risk Free Interest Rate                               5.50%
           Terms                                                24-36
                                                               Months
           ------------------------------------------------- -------------- ----

--------------------------------------------------------------------------------
           Information with respect to all stock options is as follows:

           ------------------------------------------------ -------------- -----
           Outstanding at March 31, 1999                          --
           Granted to Investors                               747,025
           Granted to Directors                                 6,000
           Granted to Employees                                   --
           Exercised                                              --
           ------------------------------------------------ -------------- -----
           ------------------------------------------------ -------------- -----
           Outstanding at March 31, 2000                      753,025
           Granted to Investors                                   --
           Granted to Directors                                36,000
           Granted to Employees                                75,000
           ------------------------------------------------ -------------- -----
           ------------------------------------------------ -------------- -----

           Outstanding at March 31, 2001                      864,025
           ------------------------------------------------ -------------- -----

           The weighted average value of the common stock used was the last
           stock offering price since the company has no established market for
           its shares.

**Note I -   Related Party Transactions**
           The Company entered into an agreement with a shareholder to provide
           investor relation services at a monthly fee of $2,050 plus approved
           out-of-pocket expenses. The agreement is for a one year term and
           expired in November, 2000.

                           ISLAND CRITICAL CARE CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                            (A DELAWARE CORPORATION)
                              Palm Beach, Florida

                         NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

**Note J -   Lease Commitments**
           The Company entered into a lease agreement for its principal
           executive offices and manufacturing operations in Prince Edward
           Island, Canada. The lease, which commenced February 1, 2001, is for a
           period of 10 years at a rental of approximately $5,500 per month.
           Future minimum lease payments for the 5 years succeeding March 31,
           2001 are as follows:

                    2002                  2003                   2004                  2005                  2006
           ------------------------ --------------------- ---------------------- --------------------- ---------------------
           ------------------------ --------------------- ---------------------- --------------------- ---------------------
                $ 66,000              $ 66,000               $ 66,000              $ 66,000              $ 66,000
           ------------------------ --------------------- ---------------------- --------------------- ---------------------

--------------------------------------------------------------------------------
           Net rent expense amounted to $7,000 and $333 for the years ended
           March 31, 2001 and 2000, respectively.

           The Company received a rental incentive rebate from The Province of
           Prince Edward Island in the amount of $2,000 per month for a period
           of 12 months commencing February 1, 2001.

**Note K -   Going Concern**
           The Company's financial statements have been presented on the basis
           that it is a going concern, which contemplates the realization of
           assets and the satisfaction of liabilities in the normal course of
           business. The Company reported net losses of $1,621,359 for the
           period from date of inception (April 21,1998) through March 31, 2001.
           As a result there is an accumulated deficit of $1,621,359 during the
           development stage and a stockholders' deficit of $698,510 as of March
           31, 2001.

           The Company's continued existence is dependent upon its ability to
           raise capital and to successfully market and sell its products.  The
           financial statements do not include any adjustments that might be
           necessary should the Company be unable to continue as a going
           concern.

           Management's plans with regard to the development stage losses and
           the stockholders' deficit are to generate sufficient cash through
           additional debt and equity arrangements as well as through sale of
           the Company's products.

           Specifically, the Company is currently negotiating arrangements with
           various third parties,  which if successful, would result in
           additional debt financing of approximately $900,000.

           Subsequent to March 31, 2001, the Company began generating revenue
           from the sale of its products. The Company is in the process of
           finalizing sales orders that are expected to generate revenue of
           approximately $450,000 by August 15, 2001.

**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        There are no changes in, or disagreements with our accountants on
accounting and financial disclosure to report.

**PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT****A.  Section 16(a): Beneficial Ownership Reporting Compliance.**

        Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires our executive officers, directors and persons who beneficially own more
than 10% of a registered class of our equity securities to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Such executive
officers, directors, and greater than 10% beneficial owners are required to
furnish us with copies of all Section 16(a) forms filed by such reporting
persons. Based solely on representation from certain reporting persons, we
believe that all filing requirements applicable to our executive officers,
directors and greater than 10% beneficial owners were complied with.

**B.      Directors and Executive Officers**

      Name                       Age      Title
      ----                       ---      -----
      Kenneth R. Legere          54       President, CEO, and Chairman
                                          of the Board
      J. Wayne Weber             42       Vice President, CFO and
                                          Treasurer
      Sean P. Flanigan           35       Vice President, COO and
                                          Secretary

i. Kenneth R. Legere - President, Chief Executive Officer and Chairman of the
   Board

      Mr. Legere has served as the Company's President, Chief Executive Officer
and Chairman of the Board since incorporation on December 15, 1999.  In such
role, Mr. Legere serves as the primary executive officer of the Company,
performing and overseeing all daily executive tasks.  Mr. Legere is currently
subject to an employment agreement made with the Company.

ii. J. Wayne Weber - Vice President, Chief Financial Officer and Treasurer

            Mr. Weber has served as the Company's Vice President, Chief
Financial Officer and Treasurer since incorporation on December 15, 1999.  In
such role, Mr. Weber serves as the primary financial officer of the Company
performing and overseeing all daily financial tasks.  Mr. Weber is currently
subject to an employment agreement made with the Company.

            Mr. Weber holds an undergraduate degree in Business Administration
from the University of Ottawa, Canada and is a member of the Canadian Institute
of Chartered Accountants, Institute of Chartered Accountants of Ontario, Public
Accountants Council of the Province of Ontario and the Association of Certified
Fraud Examiners.

            Prior to joining Island Critical Care Corp., Mr. Weber was a partner
in the accounting firm of Raymond Chabot Grant Thornton.

iii. Sean P. Flanigan - Vice President, Chief Operating Officer and Secretary

            Mr. Flanigan has served as the Company's Vice President, Chief
Operating Officer and Secretary since incorporation on December 15, 1999.  In
such role, Mr. Flanigan serves as the primary operating officer of the Company
performing and overseeing all daily operating tasks.  Mr. Flanigan maintains
responsibility for regulatory compliance of the Company and its product. Mr.
Flanigan is currently subject to an employment agreement made with the Company.

            Mr. Flanigan holds an undergraduate degree in Political Science and
Economics from Carlton University in Ottawa, Canada and a post-graduate degree
in Law from the University of Ottawa, Canada and is a member of the Law Society
of Upper Canada.

            Prior to joining Island Critical Care Corp., Mr. Flanigan was a
partner in the law firm of Tavel and Flanigan.

**C.  Limitation of Liability of Directors**

        Pursuant to Delaware general corporation law, our Articles of
Incorporation exclude personal liability for our Directors for monetary damages
based upon any violation of their fiduciary duties as Directors, except as to
liability for any breach of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or
any transaction from which a Director receives an improper personal benefit.
This exclusion of liability does not limit any claim or cause of action which a
Director may have to be indemnified from, and does not affect any Director's
liability under federal or applicable state securities laws. We have agreed to
indemnify our Directors against expenses, judgments and amounts paid in
settlement in connection with any claim against a Director, provided he acted in
good faith and in a manner he believed to be in our best interests.

**D. Board of Directors, Committees and Compensation****i. Compensation Committee**

        The Board of Directors does not have a Compensation Committee. During
fiscal year 2001, Kenneth R. Legere, in his capacity as Chairman of the Board,
oversaw the compensation of our executive officers.

        **ii. Board of Director's Report on Executive Compensation**

        General.

        As noted above, our Board of Directors does not have a Compensation
Committee and, accordingly, during the fiscal year ended March 31, 2001, Kenneth
R. Legere, acting on behalf of the Board of Directors, reviewed and approved the
compensation of our executive officers.

        **Overall Policy; Significant Factors.**

        During fiscal year 2001, the compensation decisions made by the Board of
Directors in respect to our executive officers, were determined in accordance
with the employment contracts.

        As we continue to mature, certain additions to the executive staff will
be required. As we are required to seek talent in outside markets, we will be
required to provide a competitive compensation package.

        As an overall policy, however, the Board continues to believe that long-
term compensation tied to the creation of stockholder value should constitute a
significant component of the compensation to be earned by our executive
officers. In this respect, it will be the Board's policy to attempt to restrain
base cash compensation (subject to competitive pressures), while providing the
incentive for management to increase stockholder value by providing such
officers with significant numbers of market-price stock that will not confer
value upon the officers unless and until the Company's share price rises. The
Board of Directors expects that stock options will constitute a significant
component of the compensation package provided to executive officers.

        The Board believes that cash bonuses are, at times, appropriate based
upon the performance of the Company's business compared to our internal
expectations and general business conditions.

**ITEM 10. EXECUTIVE COMPENSATION.**

            The following table sets forth all cash compensation for services
rendered in all capacities to the Company, for the year ended March 31, 2001
(referred to as "2001" in this table), the year ended March 31, 2000 (referred
to as "2000" in this table).

Summary Compensation Table

Name and Principal                                   All Other
PositionYearSalaryCompensation (1)

Kenneth R. Legere          2001    $99,850            $4,992   Chairman, President
 and CEO                   2000    $24,962            $1,248

J. Wayne Weber             2001    $76,710            $4,576
Treasurer,Vice President
 and CFO                   2000    $   -              $   -

Sean P. Flanigan           2001    $82,430            $4,992
Secretary, Vice President
 and COO                   2000    $17,173            $1,248

Colin M. Marr              2001    $38,597            $1,797
Vice President             2000    $  -               $  -

(1) Consists of a car allowance.

            **Employment Agreements.**

            On January 1, 2000, Island Critical Care Corp. entered into an
employment agreement with Kenneth R. Legere. Pursuant to the agreement Mr.
Legere receives an annual salary of $99,850, increasing annually by 8% on the
anniversary date of the contract, along with a monthly car allowance of $416.

            On February 1, 2000, Island Critical Care Corp. entered into an
employment agreement with Mr. Sean P. Flanigan commencing January 15, 2000.
Pursuant to the agreement Mr. Flanigan receives an annual salary of $79,880
increasing annually by 8% on the anniversary date of the contract along with a
monthly car allowance of $416.

            On March 1, 2000, Island Critical Care Corp. entered into an
employment agreement with Mr. J. Wayne Weber commencing May 1, 2000. Pursuant to
the agreement Mr. Weber receives an annual salary of $79,880 increasing annually
by 8% on the anniversary date of the contract along with a monthly car allowance
of $416.

            On June 19, 2000, Island Critical Care Corp. entered into an
employment agreement with Mr. Colin M. Marr commencing July 24, 2000.  Pursuant
to the agreement Mr. Marr receives an annual salary of $53,248 and increasing to
$59,904 once he has established three (3) distributors. Mr. Marr receives a
monthly car allowance of $200.

            **Stock Options.**

            In accordance with their employment contracts with Island Critical
Care Corp., Messers. Legere, Weber and Flanigan each receive 1000 options per
month for each month of employment with the Company, commencing on the signing
of the employment contracts.  As at March 31, 2001 the following options have
been earned:

            Kenneth R. Legere                           15,000
            J. Wayne Weber                              13,000
            Sean P. Flanigan                            14,000

The options are exercisable at $0.17 each and do not have a fixed expiry date.

            In accordance with his employment contract, Mr. Marr received an
option to purchase 50,000 common shares of the Company.  The options are
exercisable at $2.00 per share and vest over a three-year period from the date
of his employment.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

        The following table sets forth information, as of the date of this
report, relating to the beneficial ownership of our common stock by those
persons known to us to beneficially own more than 5% of our capital stock, by
each of our directors, proposed directors and executive officers, and by all of
our directors, proposed directors and executive officers as a group. The address
of each person is care of the Company.

**Name of Beneficial Owner(1)              Number of         Percent of
or Director                             Shares of Class     Class**

Kenneth R. Legere  (2)                    6,164,398         34.06%

Pfenning Investment Corporation (3)       2,300,000         12.71%

Celticash Ltd.(4)                         1,590,000          8.78%

Sean P. Flanigan (4)                          1,000            - %

Elgin Investments Ltd. (5)                1,523,880          8.42%

Finlay Investment Consulting (5)            905,500          5.00%

Ship Island Investments (5)               1,542,063          8.52%

            1.  As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the sole or
share investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for purposes of
this table, a person is deemed, as of any date, to have "beneficial ownership"
of any security that such person has the right to acquire within 60 days after
such date.

            2.  Kenneth R. Legere is the President, Chief Executive Officer and
Chairman of the Board of Directors of Island Critical Care Corp.

            3.  Pfenning Investment Corporation is controlled by Mr. Wayne
Weber, Vice President, Chief Financial Officer and Treasurer of Island Critical
Care Corp.

            4.  Celticash Ltd. is controlled by Mr. Sean Flanigan, Vice
President, Chief Operating Officer, and Secretary of Island Critical Care Corp.

            5.  Elgin Investments Ltd., Ship Island Investments and Finlay
Investment Consulting are third party investors.

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

            We have not entered into any transactions with our officers,
directors, persons nominated for such positions, beneficial owners of 5% or more
of our common stock, or family members of such persons other than an agreement
with Finlay Investment Consulting whereby Malcolm Finlay will provide investor
relations services for a fee of US$ 2,050 per month. Under this agreement we are
obliged to also pay any reasonable expenses incurred by Malcolm Finlay in
providing these services.

            We are not a subsidiary of any other company.

**ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K**

A. Documents filed as part of this Report

    i. Financial Statements:

        a. INDEX TO FINANCIAL STATEMENTS

         1. Independent Auditors Report........................... F-1

         2. Financial Statements:
                  Statements of Loss and Deficit.................. F-2
                  Balance Sheet................................... F-3
                  Statement of Cash Flows......................... F-4
                  Statement of Changes in Stockholders' Equity ... F-5
                  Notes to Financial Statements....................F-6 - F-11

    ii. Reports on Form 8-K.

a.       The Company filed a Form 8-K on February 15, 2001 a copy of which is
         attached as Appendix B to this 10KSB.

**SIGNATURES**

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

/s/ Kenneth R. Legere
    Kenneth R. Legere
    President and Chief Executive Officer

Date June 1, 2001

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By /s/ Kenneth R. Legere
       Kenneth R. Legere
       President and Chief Executive Officer

By /s/ J. Wayne Weber
       J. Wayne Weber
       Vice President and Chief Financial Officer

By /s/ Sean P. Flanigan
       Sean P. Flanigan
       Vice President and Chief Operating Officer

Date June 1, 2001**APPENDIX B**

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                      PUSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: January 25, 2001

                           ISLAND CRITICAL CARE CORP.

                                    DELAWARE

                          COMMISSION FILE NUMBER: 3699
                   IRS EMPLOYER IDENTIFICATION NO. 65-0967706

               85 Watts Drive, Charlottetown, Prince Edward Island

                                 (902) 569-4447

ITEM 1

   On January 25, 2001, 10000 Del., Inc., which had a controlling interest
representing 56.15% of the issued and outstanding common shares of Island
Critical Care Corp. was dissolved pursuant to the laws of the State of Delaware,
and its sole asset, being 10,164,398 shares of Island Critical Care Corp. was
distributed to its shareholders as follow:

Kenneth R. Legere                             6,164,398 common shares
Pfenning Investment Corporation               2,200,000 common shares
Celticash Ltd.                                1,500,000 common shares
Brenda Robertson                                300,000 common shares

   Mr. Legere's direct ownership of Island Critical Care Corp. as its single
largest shareholder represents a 34.05% ownership.

   Pfenning Investment Corporation is an affiliate corporation that is
controlled by Wayne Weber, an officer, director and employee of the Corporation.
Pfenning Investment Corporation's direct ownership constitutes 12.15% of the
issued and outstanding common shares of the Corporation. Wayne Weber owns all of
his shares in the Corporation indirectly through Pfenning Investment
Corporation.

   Celticash Ltd. is an affiliate corporation that is controlled by Sean
Flanigan, an officer, director and employee of the Corporation. Celticash Ltd.'s
direct ownership constitutes 8.28% of the issued and outstanding common shares
of the Corporation. Sean Flanigan owns 1000 common shares of the Corporation
directly and all of his remaining shares in the Corporation are owned by him
indirectly through Celticash Ltd.

   No loans or pledges were obtained by the new control group for the purposes
of acquiring control.

   There are no arrangements or understandings among the members of both the
former and new control group and their associates with respect to election of
directors or other matters.

   In accordance with Item 403(c) of Regulation S-K Changes in control, we
report that that there are not any arrangements, known to the registrant,
including any pledge by any person of securities of the registrant or any of its
parents, the operation of which may at a subsequent date result in a change in
control of the registrant.

**SIGNATURE**

        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.

                                        ISLAND CRITICAL CARE CORP.

Date:  January 25, 2001                 By /s/ Sean P. Flanigan
                                               Sean P. Flanigan
                                               Vice President and Chief Operating Officer********************************
```