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

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                       For The Quarter Ended June 30, 2003
                        Commission File Number 000-31249


                            CRITICAL HOME CARE, INC.
        (Exact name of small business issuer as specified in its charter)


                 NEVADA                             88-0331369
      (State or other jurisdiction of       (IRS Employer Identification Number)
      incorporation or organization)

                762 SUMMA AVENUE
               WESTBURY, NEW YORK                      11590
     (Address of principal executive offices)         Zip code


                      Issuer's telephone no.: 516-997-1200

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 such  shorter
period that the registrant  was required to file such reports),  and (2) and has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  As of August 19, 2003,  the
following were issued and outstanding:


                Title of Class               Number of Shares
                 Common Stock                   Outstanding
          (par value $0.25 per share)            24,393,026


     Transitional Small Business Disclosure Format (Check one): Yes[ ] No[X]


<PAGE>

                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES


                                      INDEX

                                                                     Page
                                                                    Number

PART I. FINANCIAL INFORMATION


   Item 1. Financial Statements

     Consolidated Balance Sheets
        June 30, 2003 (unaudited) and September 30, 2002........       1
     Consolidated Statements of Operations
       Three Months Ended June 30, 2003
       and June 30, 2002 (unaudited)............................       2
     Consolidated Statements of Operations
       Nine Months Ended June 30, 2003
       and June 30, 2002 (unaudited)............................       3
     Consolidated Statements of Cash Flows
       Nine Months Ended June 30, 2003
       and June 30, 2002 (unaudited)............................       4
       Notes to the Consolidated Financial
     Statements (unaudited).....................................      5-8

   Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations..............      9-11

   Item 3. Controls and Procedures..............................      11

PART II. OTHER INFORMATION
   Item 1. Legal Proceedings ....................................     12
   Item 2. Changes in Securities.................................     12
   Item 3. Defaults Upon Senior Securities.......................     12
   Item 4. Submission of Matters to a Vote of Security
           Holders...............................................     12
   Item 5. Other Information ....................................     12
   Item 6. Exhibits and Reports on Form 8-K......................     12

           Signatures............................................     13
           Certifications........................................    14-15

<PAGE>
<TABLE>
<CAPTION>

                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                                                                  June 30,          September 30,
                                                                                   2003                 2002
                                                                               ------------         -----------
                                                                                (unaudited)
                                  ASSETS


CURRENT ASSETS
<S>                                                                      <C>                  <C>
   Cash..................................................................  $       31,000       $        54,000
   Accounts receivable, net of allowance for
       doubtful accounts of $210,000 and $495,000........................       1,669,000             1,095,000
   Inventory.............................................................         166,000               485,000
   Prepaid expenses......................................................         115,000                35,000
   Deferred interest.....................................................            -                   75,000
                                                                              -----------            ----------

       TOTAL CURRENT ASSETS..............................................       1,981,000             1,744,000
                                                                              -----------            ----------

PROPERTY AND EQUIPMENT - NET.............................................         642,000               481,000
GOODWILL.................................................................       1,857,000             3,357,000
SECURITY DEPOSITS........................................................          35,000                35,000
OTHER INTANGIBLES........................................................          85,000               100,000
                                                                              -----------          ------------

       TOTAL ASSETS.....................................................  $     4,600,000      $      5,717,000
                                                                              ===========          ============

                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt..................................... $         7,000      $          7,000
   Accounts payable.......................................................        595,000               461,000
   Accrued expenses and other current liabilities.........................        396,000               351,000
   Notes payable - asset acquisitions.....................................            -                 532,000
   Notes payable - other..................................................        173,000               444,000
   Notes payable - shareholder............................................        162,000                  -
                                                                                ---------             ---------
       TOTAL CURRENT LIABILITIES..........................................      1,333,000             1,795,000
                                                                                ---------             ---------
LONG-TERM DEBT

   Notes payable - asset acquisition......................................        233,000                  -
   Notes payable - other, net of discount of $38,000......................        437,000                  -
   Note payable - shareholder.............................................         50,000                  -
   Other, net of current portion..........................................          5,000                11,000
                                                                               ----------             ---------
TOTAL LONG TERM DEBT......................................................        725,000                11,000
                                                                               ----------             ---------
TOTAL LIABILITIES.........................................................      2,058,000             1,806,000
                                                                               ----------             ---------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Common stock, $0.25 par value; 100,000,000 shares authorized;
        24,393,026 and 23,725,000 shares issued
        and outstanding..................................................       6,098,000             5,931,000
   Additional paid-in capital............................................       4,647,000             3,350,000
   Accumulated deficit...................................................      (8,203,000)           (5,370,000)

                                                                                ----------            ----------
       TOTAL SHAREHOLDERS' EQUITY.......................................        2,542,000             3,911,000
                                                                                ----------            ----------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................  $    4,600,000       $     5,717,000
                                                                               ===========           ===========


                       See accompanying notes to consolidated financial statements.

</TABLE>


                                       1
<PAGE>
<TABLE>
<CAPTION>

                   CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                      THREE MONTHS ENDED
                                                                           JUNE 30,
                                                                     -------------------
                                                                  2003                 2002
                                                                  ----                 ----


<S>                                                       <C>                 <C>
NET SALES..............................................     $  1,294,000        $      323,000
COST OF GOODS SOLD.....................................          375,000                92,000
                                                              ----------              ---------
GROSS PROFIT...........................................          919,000               231,000
                                                              ----------              ---------

OPERATING EXPENSES:
    Selling, general and administrative................        1,067,000               246,000
    Depreciation and amortization......................           18,000                 2,000
    Impairment of goodwill.............................        1,500,000                  -
                                                               ---------              ---------

      TOTAL OPERATING EXPENSES.........................    $   2,585,000       $       248,000
                                                               ---------              ---------

LOSS FROM OPERATIONS...................................       (1,666,000)              (17,000)
                                                               ----------             ---------
OTHER EXPENSE:

   Interest expense....................................          (43,000)               (1,000)
   Amortization of deferred debt discount,
     Notes payable - other.............................          (17,000)                 -
                                                               ----------            ----------
                                                                ( 60,000)               (1,000)
                                                               ----------            ----------

NET LOSS BEFORE INCOME TAXES...........................       (1,726,000)              (18,000)

PROVISION (CREDIT) FOR INCOME TAXES (*)................             -                   (3,000)
                                                               ----------            ----------

NET LOSS...............................................    $  (1,726,000)           $  (15,000)
                                                               ==========            ==========


BASIC AND DILUTED LOSS PER SHARE.......................   $     ( 0.07)            $  (0.0009)
                                                                ========             =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..........       24,393,000            15,896,000
                                                              ==========            ==========


(*)  The amounts for provision (credit) for income taxes and net loss are stated
     on a  pro-forma  basis for the 2002  period  due to the  historical  entity
     having had Subchapter S status during that period

           See accompanying notes to consolidated financial statements

</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>


                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                       NINE MONTHS ENDED
                                                                           JUNE 30,
                                                                       ----------------
                                                                   2003                 2002
                                                                   ----                 ----

<S>                                                       <C>                 <C>
NET SALES..............................................     $  4,489,000        $      929,000
COST OF GOODS SOLD.....................................        1,356,000               287,000
                                                              ----------              ---------
GROSS PROFIT...........................................        3,133,000               642,000
                                                              ----------              ---------
OPERATING EXPENSES:
    Selling, general and administrative................        3,728,000               570,000
    Depreciation and amortization......................           57,000                 8,000
    Impairment of goodwill.............................        1,500,000                  -
                                                                --------              ---------

      TOTAL OPERATING EXPENSES.........................    $   5,285,000       $       578,000
                                                                --------              ---------

(LOSS) INCOME FROM OPERATIONS..........................       (2,152,000)               64,000
                                                                ---------            ----------
OTHER INCOME (EXPENSE):

   Interest expense, net...............................         (120,000)               (1,000)
   Amortization of debt discount and
     beneficial conversion feature.....................         (666,000)                 -
   Amortization of deferred debt discount,
     notes payable - other.............................          (33,000)                 -
   Other income........................................          138,000                  -
                                                               ----------            ----------
                                                                (681,000)               (1,000)
                                                               ----------            ----------
NET (LOSS) INCOME BEFORE INCOME TAXES..................       (2,833,000)               63,000

PROVISION FOR INCOME TAXES (*).........................             -                   11,000
                                                              ----------             ----------

NET (LOSS) INCOME......................................      $(2,833,000)           $   52,000
                                                              ===========           ===========


BASIC AND DILUTED (LOSS) INCOME PER SHARE..............      $   (0.12)            $   0.0033
                                                                ========               =======

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..........       24,210,000            15,896,000
                                                              ==========            ==========
</TABLE>


(*)  The amounts for  provision  for income taxes and net income are stated on a
     pro-forma basis for the 2002 period due to the historical entity having had
     Subchapter S status during that period


           See accompanying notes to consolidated financial statements



                                       3
<PAGE>
<TABLE>
<CAPTION>

                  CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                                          NINE MONTHS ENDED
                                                                               JUNE 30,
                                                                            --------------
                                                                      2003                  2002
                                                                      ----                  ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>                    <C>
   Net (loss) income.....................................      $ (2,833,000)           $  63,000
   Adjustments to reconcile net (loss) income to
     cash used by operating activities:
       Provision for bad debts...........................           307,000               40,000
       Depreciation and amortization.....................           121,000                5,000
       Stock option compensation.........................           171,000                   -
       Amortization of debt discount and
         beneficial conversion feature...................           666,000                   -
       Amortization of deferred debt discount
         notes payable - other...........................            18,000                   -
       Impairment of goodwill............................         1,500,000
   Changes in operating assets and liabilities
       Accounts receivable..............................           (881,000)             (97,000)
       Notes receivable.................................               -                 (75,000)
       Inventory........................................            319,000              (12,000)
       Prepaid expenses.................................           ( 80,000)              (8,000)
       Deferred interest................................             75,000                  -
       Accounts payable.................................            134,000               (8,000)
       Accrued expenses and other current liabilities...             46,000               22,000
                                                                  ----------            ----------
NET CASH USED IN OPERATING ACTIVITIES...................           (437,000)             (70,000)
                                                                  ----------            ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment, net..............           (266,000)              (1,000)
                                                                  ----------             --------
NET CASH USED IN INVESTING ACTIVITIES...................           (266,000)              (1,000)
                                                                  ----------             --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from convertible promissory notes..........             666,000                  -
   Proceeds from notes payable other...................             475,000              105,000
   Debt issue costs....................................             (96,000)                 -
   Payment of long-term debt...........................              (6,000)              (5,000)
   Payment of notes payable - asset acquisitions.......            (300,000)                 -
   Payment of notes payable - other....................            (271,000)             (60,000)
   Proceeds from notes payable - shareholder...........             212,000               64,000
   Increase in due to affiliate........................                -                  13,000
                                                                   --------              --------
NET CASH PROVIDED BY FINANCING ACTIVITIES..............             680,000              117,000
                                                                   --------              --------
NET (DECREASE) INCREASE IN CASH........................             (23,000)              46,000
CASH, BEGINNING OF PERIOD..............................              54,000                4,000
                                                                  ---------             ---------
CASH, END OF PERIOD....................................       $      31,000       $       50,000
                                                               ============           ===========
Supplementary information:
Cash paid during the period for:

   Interest............................................       $       2,000        $       1,000
                                                                ===========          ============
   Taxes...............................................       $       1,000        $       1,000
                                                                ===========         ============

Non-Cash Financing Activities:

   Deferred Debt Discount..............................       $      56,000        $         -
                                                                ===========         =============
   Conversion of Notes Payable to Common Stock.........       $     666,000        $         -
                                                                ===========         =============
   Stock Option Compensation...........................       $     171,000        $         -
                                                                ===========         =============


                    See accompanying notes to consolidated financial statements

</TABLE>


                                       4
<PAGE>
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENTS

     The  consolidated  financial  information  of Critical Home Care,  Inc. and
subsidiaries  (collectively,  the  "Company")  included  in this report has been
prepared  in  conformity  with  the  accounting   principles  reflected  in  the
consolidated,  audited  financial  statements  included in the Company's  Annual
Report on Form 10-KSB for the  transition  period (nine months) ended  September
30, 2002 filed with the Securities and Exchange Commission on February 19, 2003.
All  adjustments  are of a normal  recurring  nature and are,  in the opinion of
management,  necessary for a fair statement of the consolidated  results for the
interim  periods.  This report should be read in conjunction  with the Company's
financial  statements  included in the report on Form 10-KSB  mentioned above as
well as the Company's other filings with the Securities and Exchange Commission.

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

NOTE 2 - DESCRIPTION OF BUSINESS

     Critical  Home  Care,  Inc.  is  incorporated  in Nevada  and based on Long
Island,  New York.  The  Company  markets,  rents and sells  surgical  supplies,
orthotic  and  prosthetic  products  and  durable  medical  equipment,  such  as
wheelchairs  and  hospital  beds.  The Company  also  provides  oxygen and other
respiratory  therapy  services and equipment and operates four retail outlets in
the New York metropolitan area.  Clients and patients are primarily  individuals
residing at home. The Company's  equipment and supplies are readily available in
the   marketplace  and  the  Company  is  not  dependent  on  a  single  source.
Reimbursement and payor sources include Medicare, Medicaid, insurance companies,
managed  care  groups,  HMO's,  PPO's and private pay. The company had one payor
source (Medicare) which  represented  approximately 16% and 20% of the Company's
revenues for the nine months ended June 30, 2003 and 2002 respectively.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2002, the Financial  Accounting  Standards Board, "FASB" issued
Statement of Financial  Accounting  Standards,  ("SFAS") No.148,  Accounting for
Stock Based  Compensation  -  Transition  and  Disclosure - an amendment of FASB
Statement  No.  123." SFAS No. 148 amends  SFAS No. 123,  "Accounting  for Stock
Based  Compensation,"  to  provide  alternative  methods  of  transition  for  a
voluntary  change to the fair value based method of accounting  for  stock-based
employee   compensation.   In  addition,   SFAS  No.148  amends  the  disclosure
requirements of SFAS No. 123 to require prominent  disclosure in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
disclosure  requirements  apply to all  companies  for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial
reports  containing  financial  statements for interim  periods  beginning after
December  15,  2002.  The  adoption  of SFAS No. 148 is not  expected  to have a
material impact on the Company's consolidated financial statements. As permitted
under SFAS No. 123,  the Company  continues to apply the  Accounting  Principals
Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees." As required
under SFAS No.148,  the following table presents pro forma net (loss) income and
basic diluted (loss)  earnings per share as if the fair  value-based  method had
been applied to all awards.
<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                            ----------------------------------------
                                                              June 30, 2003         June 30, 2002
                                                            ----------------------------------------
<S>                                                      <C>                    <C>
 Net (loss) income as reported..........................   $    (2,833,000)       $      52,000
 Stock option compensation included in net (loss) income           171,000                 -
   Less: total stock-based employee compensation expense
        determined under the fair value method, net of
        related tax effects                                       (135,000)                -
                                                             ---------------      ------------------
                     Pro Forma net (loss) income           $    (2,797,000)       $      52,000
                                                             ---------------      ------------------
Net (loss) income per share:
        Basic (loss) earnings per share as reported         $        (0.12)      $     0.0033
            Pro Forma basic (loss) earnings per share       $        (0.12)            0.0033
        Diluted (loss) earnings per share as reported       $        (0.12)            0.0033
            Pro Forma diluted (loss) earnings per share     $        (0.12)            0.0033
</TABLE>
                                       5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     In April 2003, the FASB issued SFAS No.149,  "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  The  statement  amends  and
clarifies accounting for derivative  instruments,  including certain derivatives
instruments  embedded in other contracts and for hedging  activities  under SFAS
133. This  Statement is effective for contracts  entered into or modified  after
June 30, 2003, except as stated below and for hedging  relationships  designated
after  June  30,  2003.  The  guidance  should  be  applied  prospectively.  The
provisions of this Statement that relate to SFAS 133 Implementation  Issues that
have been  effective  for fiscal  quarters  that began  prior to June 15,  2003,
should continue to be applied in accordance with respective  effective dates. In
addition,   certain  provisions  relating  to  forward  purchases  or  sales  of
when-issued  securities  that do not yet exist,  should be  applied to  existing
contracts as well as new contracts entered into after June 30,2003. The adoption
of SFAS No. 149 is not  expected  to have an impact on the  Company's  financial
statements.

     In May 2003 the FASB issued Statement of Financial Accounting Standards No.
150, "Accounting for Certain Financial  Instruments with Characteristics of both
Liabilities and Equity" (SFAS No. 150).  SFAS No. 150 establishes  standards for
classification and measurement in the statement of financial position of certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires  classification of a financial instrument that is within its scope as a
liability  (or an asset in some  circumstances).  SFAS No. 150 is effective  for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15,  2003.  The  Company  has not yet  completed  its  analysis of SFAS No. 150,
however,  it believes  that the adoption of this  pronouncement  will not have a
material effect on the Company's consolidated financial statements.



NOTE 4 - ACQUISITIONS IN FISCAL 2002

     On July 12, 2002, the Company  acquired 100% of the common stock of Classic
Healthcare Solutions, Inc. ("Classic");  on August 8, 2002, the Company acquired
substantially  all of the assets and business  operations of Homecare  Alliance,
Inc. ("Alliance"); on September 13, 2002, the Company acquired substantially all
of the assets and business  operations of All Care Medical Products,  Inc. ("All
Care") and on September 26, 2002, the Company  consummated a reverse acquisition
with New York  Medical,  Inc.  ("NYMI").  The results of  operations of acquired
businesses  have been included  with those of the Company  since the  respective
dates of acquisition.

     For  accounting  purposes,  the  transaction  between NYMI and Critical was
considered,   in  substance,  a  capital  transaction  rather  than  a  business
combination  and has been accounted for under the purchase  method of accounting
since the former  shareholders of Critical now own a majority of the outstanding
common stock of NYMI.  Accordingly,  the  combination  of Critical with NYMI was
recorded as a recapitalization of Critical,  pursuant to which Critical has been
treated as the  continuing  entity for  accounting  purposes and the  historical
financial statements presented are those of Critical.  Such historical financial
statements  reflect the results of operations of Classic which was a sub chapter
S corporation  through the date of its acquisition on July 12, 2002, and all tax
effects have therefore been shown on a pro-forma basis for the prior year.

     Condensed,  pro-forma  combined  statements  of  operations of All Care and
Critical for the three and nine months ended June 30, 2002 as if the transaction
had occurred on the first day of Fiscal 2002 are presented below.
<TABLE>
<CAPTION>

                                                          Nine Months               Three Months
                                                             Ended                      Ended
                                                          June 30, 2002             June 30, 2002
                                                         --------------            --------------
<S>                                                    <C>                       <C>
Net Sales                                                $  3,887,000              $    1,304,000
Cost of Sales                                               1,291,000                     421,000
                                                         -------------             --------------
Gross Profit                                                2,596,000                     883,000
                                                         -------------             --------------
Operating Expenses                                          2,217,000                     794,000
                                                         -------------             --------------
Operating Income                                              379,000
89,000
                                                         -------------             --------------
Other Income                                                    4,000                       1,000
                                                         -------------             --------------
Income before taxes                                      $    383,000               $      90,000
                                                         -------------             --------------
</TABLE>


                                       6
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5 - ISSUANCE OF SECURITIES

     During the nine months  ended June 30,  2003,  the Company  sold a total of
$665,858 of  convertible  promissory  notes (the "Notes")  pursuant to a private
placement  (the  "Private  Placement")  under  Rule 506 of  Regulation  D of the
Securities Act of 1933, as amended. The Notes were convertible into common stock
at the rate of one share for every  $1.00 of Notes at the  Company's  discretion
and all of the Notes were  converted  into 665,858 shares of common stock during
the nine month  period  ended June 30,  2003.  An  additional  2,168 shares were
issued in payment of accrued interest. The private placement terminated February
28, 2003. As a result of the conversion  price of $1.00 being less than the fair
market value on the dates the notes were purchased,  the Company recorded a debt
discount and beneficial  conversion  feature  non-cash charge of $666,000 during
the nine months ended June 30, 2003.

NOTE 6 - NOTES PAYABLE

     During the quarter ended March 31, 2003 and June 30, 2003,  the Company and
certain  note holders of notes  payable - asset  acquisitions,  notes  payable -
other and note payable -  shareholder  agreed to amend the  respective  maturity
dates of their notes whereby they became long term obligations.

     During the quarter ended March 31, 2003, the Company borrowed $475,000 from
three unrelated parties and $50,000 from the President of the Company and during
the quarter ended June 30, 2003 the Company borrowed an additional $162,000 from
the President of the Company.  The notes payable to the three unrelated  parties
include  five year  options  to acquire an  aggregate  of 187,500  shares of the
Company's  common stock at the lower of $1.00 per share or the selling  price of
the common  stock in any public  offering  during a period of 12 months from the
date the loans were consummated  (February 2003). Using the Black Scholes method
of option  valuation,  these options are valued at $56,000 which amount has been
recorded as debt discount and is being  amortized  over the 14 month life of the
notes.  The charge for the nine  months  ended June 30,  2003 was  $18,000;  the
balance of $38,000 has been reflected as a discount to notes payable, other.

Notes payable, at June 30, 2003 are summarized as follows:
<TABLE>
<CAPTION>

Short term:

<S>                                                                                  <C>
Notes payable - shareholder, issued in May and June 2003 pursuant
to working capital loans from the President of the Company
bearing interest at 8% and payable in May and June, 2004.                                 $ 162,000
                                                                                           ========
Notes payable - other, issued between July 1, 2002 and September 19, 2002 pursuant
to working capital loans provided by certain persons bearing interest at 8% to 12%
per annum payable through September 30, 2003. These notes are secured by certain assets
of the Company. Upon completion of the Health Capital Management Special Purpose Corporation,
("HC"), Funding Facility these loans will be subordinated  to HC. Additionally the
security for these notes will be in a second position to HC.
                                                                                           $173,000
                                                                                           ========
Long term:

Notes payable - asset acquisition, issued September 13, 2002 pursuant to
the All Care Asset Acquisition Agreement originally due September 2003,
as modified on April 16, 2003, bearing interest at 7% per annum
payable August 15, 2005.                                                                   $233,000
                                                                                           ========
Notes payable - other, issued in February 2003 pursuant to working capital
loans provided by certain persons bearing interest at 5% per annum payable
in April 2004. These notes are subject to certain acceleration provisions
which require a prepayment in the event the Company completes an equity
financing in excess of $500,000.                                                           $475,000
Less discount:                                                                              (38,000)
                                                                                          ---------
                                                                                           $437,000
                                                                                           ========
Note payable - shareholder, issued in January 2003 pursuant to a working
capital loan from the President of the Company bearing interest
at 8% and payable October 16, 2005.                                                        $ 50,000
                                                                                           ========

</TABLE>


                                       7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 7 - INCOME TAXES

     The  provision  for income  taxes for the nine  months  ended June 30, 2003
consists of the following:

                            Current                        $    -
                            Deferred                            -
                                                           ------------

                                  Total                    $    -
                                                           ------------

     The Company  recognizes  deferred tax assets or liabilities  for the future
tax consequences of events that have been recognized in its financial statements
or tax returns. The accompanying  financial statements have been prepared on the
accrual basis in accordance with accounting principles generally accepted in the
United  States of America  and the  Company  prepares  its tax returns on a cash
basis.  Accordingly,  the Company has recorded a deferred tax  liability for the
increase  in income  taxes  payable in future  years  related  to the  temporary
differences under these two accounting  methods and a deferred tax asset for the
operating  loss  carryforwards,  which the  Company  believes  will be  utilized
against future taxable income.


NOTE 8 - IMPAIRMENT OF GOODWILL

     Pursuant  to SFAS  142,  the  Company  performed  an  analysis  to test the
carrying value of goodwill as at June 30, 2003 to determine whether there was an
indication of impairment. The amount of any impairment is measured as the excess
of the carrying  value over the implied fair value.  Such analysis  indicated an
impairment  of  goodwill  of  approximately  $1,500,000,  which  amount has been
charged to expense during the quarter ended June 30, 2003.


NOTE 9 - FUNDING FACILITY

     On May 20, 2003 HC provided the Company with a Letter of Intent  covering a
potential  Funding  Facility  of up to  $2,000,000  to be  secured  by  Eligible
Accounts  Receivable,  aged  less  than 120 days  from the date of  billing,  as
defined.  In some cases,  such receivables will be purchased and as their ageing
exceeds 120 days they will be  re-purchased  by the Company through an offset to
advances.  Other significant  proposed terms include an advance rate on Eligible
Accounts  Receivable of 80%; an effective purchase discount fee of between 1.18%
and 1.5% depending on the amount  borrowed and the payment of certain  servicing
fees on a per claim  basis.  On July 1,  2003 the  Company  signed an  agreement
letter with HC to begin the  funding  process as soon as  possible.  The Company
paid $17,500,  as an initial deposit on the commitment fee which is 1.75% of the
$2,000,000 "Funding Facility", the balance of the commitment fee will be paid at
the closing.  In order to  facilitate  the  agreement  to fund the  Company,  HC
requested  and  received  the  personal  guarantee  of the  President  and Chief
Executive Officer.  This guarantee covers any funds which the Company may borrow
from  HC  under  the  Funding  Facility  while  he  is  President.  The  Company
anticipates  the  closing of the  facility  date on or before  August  31,  2003
however, there can be no assurance that the Company will obtain such funding.


NOTE 10 - SUBSEQUENT EVENT

     The President of the Company  advanced  additional  funds to the Company in
the aggregate  amount of $ 155,000 during July and August 2003. Such amounts are
due during July and August 2004.





                                       8
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

     The following  discussion and analysis  should be read in conjunction  with
the Consolidated  Financial  Statements and Notes thereto appearing elsewhere in
this Form 10-QSB

     Statements  contained in this report include  "forward-looking  statements"
within the meaning of such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.  Forward-looking  statements
involve known and unknown risks,  uncertainties  and other factors,  which could
cause actual  financial  or  operating  results,  performances  or  achievements
expressed  or implied by such  forward-  looking  statements  not to occur or be
realized.  Such  forward-looking  statements  generally  are  based  on our best
estimates of future  results,  performances  or  achievements,  predicated  upon
current  conditions  and the most recent  results of the companies  involved and
their respective industries. Forward-looking statements may be identified by the
use of  forward-looking  terminology  such as "may,"  "can,"  "will,"  "could,",
"should," "project," "expect," "plan," "predict," "believe,"  "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other  variations of
those terms or comparable words or expressions.

     Readers are urged to carefully review and consider the various  disclosures
made by us in this  Quarterly  Report on Form 10-QSB,  our Annual Report on Form
10-KSB filed on February 19, 2003 and our other filings with the  Securities and
Exchange  Commission.  These  reports and filings  attempt to advise  interested
parties  of the  risks and  factors  that may  affect  our  business,  financial
condition  and  results  of  operations  and  prospects.   The   forward-looking
statements  made in this Form  10-QSB  speak  only as of the date  hereof and we
disclaim any  obligation  to provide  updates,  revisions or  amendments  to any
forward-looking  statements  to reflect  changes in our  expectations  or future
events.


Results of Operations

The Three Months Ended June 30, 2003 Compared to the Three Months Ended June 30,
2002

     Sales  increased  by $ 971,000  in the  third  quarter  of  Fiscal  2003 as
compared to the third quarter of 2002.  Approximately $ 908,000 of this increase
is attributable to sales generated by the operations of All Care and of Alliance
which have been  consolidated  with those of the Company since their  respective
dates of  acquisition.  The balance of $ 63,000  represents an increase in sales
generated by Classic.

     Gross profit for the three  months ended June 30, 2003 was 71.0%,  a slight
decrease from the 71.5% recorded in the prior year comparable period.

     Selling,  general and  administrative  expenses totaled  $1,067,000 for the
three months ended June 30, 2003 compared to $246,000 for the three months ended
June 30,  2002.  The net  increase of $821,000  consists  primarily  of $526,000
attributable to the operations of Alliance and All Care,  professional  fees and
other expenses  related to becoming a public company  increased by approximately
$52,000;  there  was  also  a  non-cash  charge  of  $57,000  for  stock  option
compensation and there was an increase of approximately $186,000 in the selling,
general  and  administrative  expenses  of  Classic.  The  increase  of $186,000
consists  primarily  of an increase of  approximately  $154,000 in salaries  and
related  taxes and  benefits  from  $109,000 in the 2002 three  month  period to
$263,000 in the 2003 three month period. Of this increase, approximately $35,000
is attributable to the two officers of Classic who were paid a minimum salary in
2002 and who were paid pursuant to employment  contracts in 2003. The balance is
comprised of periodic employee review increases and an increase in the number of
persons  on  staff  at  Classic.  In  addition,  there  was  a net  increase  of
approximately $32,000 in all other expenses.

     Interest  expense in the current  year's quarter was $43,000 as compared to
$1,000 in the prior year's comparable quarter.  Interest expense for the current
period includes  $25,000 of amortization  of deferred  interest,  and $18,000 of
accrued interest on Notes payable.





                                       9
<PAGE>


     Amortization of debt discount and beneficial conversion feature, a non-cash
charge, represents the difference between the fair market value of the Company's
common stock and the conversion price of convertible notes on the dates sold and
issued  pursuant to the  private  placement  during the period of October,  2002
through January,  2003. The amount of debt discount pursuant to this calculation
is limited to the amount of investment made in the convertible promissory notes.
The actual difference between the fair market value and the conversion price was
$995,000 and the amount  recorded in the financial  statements is limited to the
total investment made of $666,000.

     Amortization of deferred debt discount of $17,000  represents the amount of
amortization  for the current quarter of the $56,000 fair value of stock options
granted to certain noteholders as explained in Note 6.

     The Company  recorded a charge for  impairment of goodwill in the amount of
$1,500,000  in the quarter  ended June 30,  2003.  There was no such  comparable
expense in the prior year's quarter ended June 30, 2002.


The Nine Months  Ended June 30, 2003  Compared to the Nine months Ended June 30,
2002.

     Sales increased by $ 3,560,000 for the nine-month period ended June 30,2003
as compared to the comparable  period in Fiscal 2002.  Approximately $ 3,282,000
of this increase is  attributable  to sales  generated by the  operations of All
Care and Alliance which have been  consolidated  with those of the Company since
their  respective  dates of acquisition.  The balance of $278,000  represents an
increase in sales of Classic.

     Gross  profit for the nine months  ended June 30, 2003 was 69.8%,  a slight
increase from the 69.1%  recorded in the prior year.  This increase is primarily
due to DME rental  income  comprising  a higher  percentage  of sales,  and such
rental income generates a slightly higher gross profit than other sales.

     Selling,  general and  administrative  expenses totaled  $3,728,000 for the
nine months  ended June 30, 2003  compared to $570,000 for the nine months ended
June 30, 2002.  The net increase of  $3,158,000  consists  primarily of selling,
general and administrative expenses of approximately  $2,026,000 attributable to
the  operations  of  Alliance  and All Care  including  a bad debt  write off of
$200,000  relative to certain  historical  accounts  receivable of All Care that
were generated prior to their  acquisition by Critical on September 12, 2002. In
addition,  the Company expensed costs of $103,000 relative to the termination of
credit   negotiations   with  Health  Care  Business   Credit  Corp.;   incurred
professional  fees and other expenses of $25,000 related to the terminated Ocean
Breeze acquisition, and professional fees and other expenses related to becoming
a public company increased by approximately $222,000.  There was also a non-cash
charge of $171,000  for stock option  compensation  and there was an increase of
approximately  $611,000 in the selling,  general and administrative  expenses of
Classic.  The  increase  of  $611,000  consists  primarily  of  an  increase  of
approximately  $454,000 in salaries and related taxes and benefits from $289,000
in the 2002 nine month period to $743,000 in the 2003 nine month period. Of this
increase,  approximately $135,000 is attributable to the two officers of Classic
who were paid a minimum  salary in 2002 and who were paid pursuant to employment
contracts  in 2003.  The  balance  is  comprised  of  periodic  employee  review
increases  and an  increase  in the number of persons  on staff at  Classic.  In
addition,  the  Company  recorded a bad debt write off of  $100,000  relative to
certain historical  accounts  receivable of Classic that were generated prior to
the  acquisition  by Critical  on July 12, 2002 and there was a net  increase of
approximately $57,000 in all other expenses.

     Net  interest  expense for the nine months ended June 30, 2003 was $120,000
as compared to $1,000 for the prior year's  comparable  period.  Total  interest
expense  incurred in the nine months ended June 30, 2003 was $135,000  including
$75,000 of amortization of deferred  interest,  and $60,000 of interest on notes
payable.  This amount was netted against  interest income of $15,000 which was a
result of forgiveness of interest by certain noteholders.

     Amortization of debt discount and beneficial conversion feature, a non-cash
charge,  represents  the  difference  between fair market value of the Company's
common stock and the conversion price of convertible  notes on the date sold and
issued  pursuant to the  private  placement  during the period of October,  2002
through January,  2003. The amount of debt discount pursuant to this calculation
is limited to the amount of investment made in the convertible promissory notes.
The actual difference between the fair market value and the conversion price was
$ 995,000 and the amount recorded in the financial  statements is limited to the
total investment made of $ 666,000.



                                       10
<PAGE>


     Amortization of deferred debt discount of $33,000  represents the amount of
amortization  of the  $56,000  fair  value of stock  options  granted to certain
noteholders  as  explained  in Note 6. The  amortization  is for the period from
February 14, 2003 to June 30, 2003.

     The Company  recorded a charge for  impairment of goodwill in the amount of
$1,500,000  during  the nine  months  ended  June 30,  2003.  There  was no such
comparable expense in the prior year's nine month period ended June 30, 2002.



Liquidity and Capital Resources

     The Company's  primary  needs for  liquidity and capital  resources are the
funding of operating and  administrative  expenses  related to the management of
the Company and its subsidiaries.

     During the nine months ended June 30, 2003, cash decreased by $23,000.  The
Company's  cash of  $31,000  and  estimated  funds that will be  generated  from
operations are not  sufficient to both support  current levels of operations for
the next twelve  months,  as well as to pay current  liabilities  when due.  The
Company  therefore,  intends  to  raise  capital  in  order  to meet  all of its
obligations. Additionally the Company has instituted various payroll and expense
reductions and other cost saving measures as required.

     As mentioned in Note 8, the Company has received a letter of agreement from
HC relative to a possible funding facility of up to $2,000,000.  On July 1, 2003
the Company signed a commitment  letter with HC to begin the funding  process as
soon as  possible.  The  Company  paid $ 17,500,  as an  initial  deposit on the
commitment fee, and the balance of $17,500 will be paid at closing.  The Company
anticipates  that the closing of the funding  arrangement  will take place on or
about August 31, 2003.  If such  financing  does not take place the Company will
take measures to reduce expenditures, and seek other sources of funding.

     Subsequent  to  June  30,  2003,  the  President  of the  Company  advanced
additional  funds to the  Company  in the  aggregate  amount of  $155,000.  Such
amounts are due and payable during July and August 2004.





ITEM 3. CONTROLS AND PROCEDURES


     An evaluation was performed, as of June 30, 2003, under the supervision and
with the participation of our President,  and Chief Executive  Officer;  and our
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on such evaluation, these persons have
concluded that our disclosure  controls and procedures were effective as of June
30, 2003. There have been no significant  changes in our internal controls or in
other factors that could  significantly  affect our internal controls subsequent
to June 30, 2003.



                                       11
<PAGE>

PART II

ITEM 1.  LEGAL PROCEEDINGS

                  None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the quarter ended March 31, 2003, the Company  borrowed an aggregate
of $475,000 from three non-affiliated persons and $ 50,000 from the President of
the Company.  During the quarter  ended June 30, 2003,  the Company  borrowed an
additional $ 162,000 from the President of the Company. The Company issued notes
payable due from April 2004  through June 2004.  The notes  payable to the three
non-affiliated  parties were  accompanied  by  five-year  options to purchase an
aggregate  of 187,500  shares of the  Company's  Common  Stock.  The options are
exercisable  at the lower of $1.00 per share or the selling  price of the common
stock in any public  offering during a 12 month period from which the loans were
completed in February 2003.

     There were no  underwriters  involved,  nor discounts,  but  commissions of
$47,500  were  paid on the  above  transaction  relating  to the  $475,000.  The
issuances  of the notes and options  were exempt from  registration  pursuant to
Section 4(2) of the Securities Act of 1933 as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.  OTHER INFORMATION

                  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS

               Exhibit 31.1 - Certification  pursuant to U.S.C. Section 1350, as
                    adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002

               Exhibit 31.2 - Certification  pursuant to U.S.C. Section 1350, as
                    adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002

               Exhibit 32.1 - Certification  pursuant to U.S.C. Section 1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002

               Exhibit 32.2 - Certification  pursuant to U.S.C. Section 1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002


         (B)      REPORTS ON FORM 8-K

               The  Company  filed a Form 8-K on May 7,  2003 to report a change
                    in the Company's certifying accountants.




                                    SIGNATURES


     Pursuant to the  requirements  of the  Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


CRITICAL HOME CARE, INC.

August 19, 2003

                  By:     /s/ David S. Bensol
                          -------------------
                          David S. Bensol
                          Chief Executive Officer


                  By:     /s/ Eric S. Yonenson
                          -------------------
                          Eric S. Yonenson
                          Chief Financial Officer










                                       13
<PAGE>