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

                                  FORM 10-QSB/A
                                   AMENDMENT 1

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

                      For The Quarter Ended March 31, 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


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the close of the period covered by this report.


                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>


<TABLE>
<CAPTION>



                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES


                                      INDEX

                                                                     Page
                                                                    Number

PART I. FINANCIAL INFORMATION
<S>                                                                 <C>

   Item 1. Financial Statements
     Consolidated Balance Sheets
        March 31, 2003 (unaudited) and September 30, 2002........     1
     Consolidated Statements of Operations
       Three Months Ended March 31, 2003
       and March 31, 2002 (unaudited)............................     2
     Consolidated Statements of Operations
       Six Months Ended March 31, 2003
       and March 31, 2002 (unaudited)............................     3
     Consolidated Statements of Cash Flows
       Six Months Ended March 31, 2003
       and March 31, 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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ITEM 1

                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                                                                 March 31,          September 30,
                                                                                   2003                 2002
                                                                               ------------         -----------
                                                                                (unaudited)
                                  ASSETS
<S>                                                                      <C>                   <C>

CURRENT ASSETS
   Cash..................................................................  $      347,000       $        54,000
   Accounts receivable, net of allowance for
       doubtful accounts of $272,000 and $495,000........................       1,491,000             1,095,000
   Inventory.............................................................         156,000               485,000
   Prepaid expenses......................................................         127,000                35,000
   Deferred interest.....................................................          25,000                75,000
                                                                              -----------            ----------

       TOTAL CURRENT ASSETS..............................................       2,146,000             1,744,000
                                                                                ---------             ---------


PROPERTY AND EQUIPMENT - NET.............................................         682,000               481,000
GOODWILL.................................................................       3,357,000             3,357,000
SECURITY DEPOSITS........................................................          35,000                35,000
OTHER INTANGIBLES........................................................          90,000               100,000
                                                                              -----------          ------------

       TOTAL ASSETS...................................................... $     6,310,000      $      5,717,000
                                                                              ===========          ============

                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt..................................... $         7,000      $          7,000
   Accounts payable.......................................................        720,000               461,000
   Accrued expenses and other current liabilities.........................        344,000               351,000
   Notes payable - asset acquisitions.....................................        100,000               532,000
   Notes payable - other..................................................        203,000               444,000
                                                                                ---------             ---------
       TOTAL CURRENT LIABILITIES..........................................      1,374,000             1,795,000
                                                                                ---------             ---------

LONG-TERM DEBT

   Notes payable - asset acquisition......................................        233,000                  -
   Notes payable - other, net of discount of $50,000......................        425,000                  -
   Note payable - shareholder.............................................         50,000                  -
   Other, net of current portion..........................................          7,000                11,000
                                                                               ----------             ---------
TOTAL LONG TERM DEBT......................................................        715,000                11,000
                                                                               ----------             ---------
TOTAL LIABILITIES.........................................................      2,089,000             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...........................................        4,604,000             3,350,000
   Retained deficit.....................................................       (6,481,000)           (5,370,000)

                                                                                ----------            ----------
       TOTAL SHAREHOLDERS' EQUITY.......................................        4,221,000             3,911,000
                                                                                ----------            ----------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................  $    6,310,000       $     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
                                                                           MARCH 31,
                                                                           ---------

                                                                  2003                 2002
                                                                  ----                 ----
<S>                                                       <C>                 <C>


NET SALES..............................................     $  1,510,000        $      308,000
COST OF GOODS SOLD.....................................          434,000               104,000
                                                              ----------              ---------
GROSS PROFIT...........................................        1,076,000               204,000

OPERATING EXPENSES:
    Selling, general and administrative................        1,474,000               159,000
    Depreciation and amortization......................           23,000                 2,000
                                                                ---------             ---------

      TOTAL OPERATING EXPENSES.........................    $   1,497,000       $       161,000
                                                               ----------             ---------

(LOSS) INCOME FROM OPERATIONS..........................         (421,000)               43,000
                                                               ----------             ---------
OTHER INCOME (EXPENSE):

   Interest expense, net..............................           (21,000)                 -
   Amortization of debt discount and
     beneficial conversion feature....................          (666,000)                 -
   Amortization of debt discount,
    notes payable - other.............................            (6,000)                 -
                                                               ----------            ----------
                                                                (693,000)                 -
                                                               ----------            ----------

NET (LOSS) INCOME BEFORE INCOME TAXES..................       (1,114,000)               43,000

PROVISION FOR INCOME TAXES (*).........................            -                    16,000
                                                              -----------             ---------

NET (LOSS) INCOME......................................    $  (1,114,000)           $   27,000
                                                              ===========            ==========


BASIC AND DILUTED (LOSS) INCOME PER SHARE..............    $      ( 0.05)            $  0.0018
                                                                =========            ==========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..........       24,380,000            15,896,000
                                                              ===========           ===========



(*) 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.

</TABLE>
                                            2

<PAGE>


<TABLE>
<CAPTION>

                   CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                       SIX MONTHS ENDED
                                                                           MARCH 31,
                                                                           ---------

                                                                   2003                 2002
                                                                   ----                 ----

<S>                                                       <C>                 <C>
SALES..................................................     $  3,195,000        $      606,000
COST OF GOODS SOLD.....................................          982,000               195,000
                                                              ----------              ---------
GROSS PROFIT...........................................        2,213,000               411,000

OPERATING EXPENSES:
    Selling, general and administrative................        2,680,000               322,000
    Depreciation and amortization......................           48,000                 5,000
                                                                --------              ---------

      TOTAL OPERATING EXPENSES.........................    $   2,728,000       $       327,000
                                                                --------              ---------

(LOSS) INCOME FROM OPERATIONS..........................         (515,000)               84,000
                                                                ---------            ----------
OTHER INCOME (EXPENSE):

   Interest expense, net..............................           (62,000)               (1,000)
   Amortization of debt discount and
     beneficial conversion feature....................          (666,000)                 -
   Amortization of debt discount,
    notes payable - other.............................            (6,000)                 -
   Other income.......................................           138,000                  -
                                                               ----------            ----------
                                                                (596,000)               (1,000)
                                                               ----------            ----------

NET (LOSS) INCOME BEFORE INCOME TAXES..................       (1,111,000)               83,000

PROVISION FOR INCOME TAXES (*) ........................             -                   30,000
                                                              ----------             ----------

NET (LOSS) INCOME.....................................       $(1,111,000)           $   53,000
                                                              ==========           ===========


BASIC AND DILUTED (LOSS) INCOME PER SHARE..............      $    (0.05)             $  0.0033
                                                                ========               =======

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..........       24,119,000            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)
                                                                           SIX MONTHS ENDED
                                                                              MARCH 31,
                                                                             -----------
                                                                      2003                  2002
                                                                      ----                  ----

<S>                                                       <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) income.....................................      $ (1,111,000)        $      83,000
   Adjustments to reconcile net (loss) income to
     cash used by operating activities:
       Provision for bad debts............................          304,000                 9,000
       Depreciation and amortization......................           64,000                 5,000
       Stock option compensation..........................          114,000                  -
       Amortization of debt discount and
         beneficial conversion feature....................          666,000                  -
       Amortization of debt discount,
        notes payable - other.............................           (6,000)                 -


   Changes in operating assets and liabilities
       Accounts receivable.............................            (701,000)              (65,000)
       Inventory.......................................             329,000               (11,000)
       Prepaid expenses................................             (92,000)               (7,000)
       Deferred interest...............................              50,000                  -
       Accounts payable................................             259,000               (10,000)
       Accrued expenses and other current liabilities..              (5,000)                1,000
                                                                   --------                 -----
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                (117,000)                5,000
                                                                    -------                 -----

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment...................           (255,000)                 -
                                                                  ----------             --------
NET CASH USED IN INVESTING ACTIVITIES..................            (255,000)                 -
                                                                  ----------             --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from convertible promissory notes..........             666,000                  -
   Debt issue costs....................................             (81,000)                 -
   Proceeds from notes payable - other.................             475,000                  -
   Payment of long-term debt...........................              (4,000)               (3,000)
   Payment of notes payable - asset acquisitions.......            (200,000)                 -
   Payment of notes payable - other....................            (241,000)              (60,000)
   Proceeds from note payable - shareholder............              50,000                64,000
   Increase in due to affiliate........................                -                   13,000
                                                                   --------               --------
NET CASH PROVIDED BY FINANCING ACTIVITIES..............             665,000                14,000
                                                                   --------               --------
NET INCREASE IN CASH...................................             293,000                19,000
CASH, BEGINNING OF PERIOD..............................              54,000                 4,000
                                                                  ---------              ---------
CASH, END OF PERIOD....................................       $     347,000       $        23,000
                                                               ============            ===========
Supplementary information:

Cash paid during the period for:

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

                    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  (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 fiscal year (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. and subsidiaries (collectively,  the "Company") 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  supplier.  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 six months ended
March 31, 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 disclosures 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 income (loss) and
basic and diluted earnings per share as if the fair value-based  method had been
applied to all awards.

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                   -----------------------------------------
                                                                    March 31, 2003         March 31, 2002
                                                                   ------------------     ------------------
<S>                                                           <C>                    <C>
                                Net (loss) income as reported  $          (1,111,000) $             53,581
      Stock option compensation included in net (loss) income                114,000                  -
        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  $          (1,132,000) $             53,581
                                                                   ==================     ==================
 Net (loss) income per share:
                  Basic (loss) earnings per share as reported  $             (0.05)   $             0.0033
                    Pro Forma basic (loss) earnings per share  $             (0.05)   $             0.0033
                Diluted (loss) earnings per share as reported  $             (0.05)   $             0.0033
                  Pro Forma diluted (loss) earnings per share  $             (0.05)   $             0.0033
</TABLE>




     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  or other  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.


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.



                                       -6-

<PAGE>


     Condensed,  pro-forma  combined  statements  of  operations of All Care and
Critical for the three and six months ended March 31, 2002 as if the transaction
had occurred on the first day of Fiscal 2002 are presented below.


<TABLE>
<CAPTION>

                                  Six Months            Three Months
                                    Ended                  Ended
                               March 31, 2002.        March 31, 2002.
                              -------------------    -------------------

<S>                          <C>                    <C>
Net Sales                     $        2,583,000     $        1,170,000

Cost of Sales                            870,000                393,000

                              -------------------    -------------------
Gross Profit                           1,713,000                777,000
                              -------------------    -------------------

Operating expenses                     1,422,000                638,000

                              -------------------    -------------------
Operating Income                         291,000                139,000
                              -------------------    -------------------

Other Income                               3,000                  1,000
                              -------------------    -------------------

Income before taxes           $          294,000     $          140,000
                              ===================    ===================

</TABLE>







NOTE 5 - ISSUANCE OF SECURITIES

     During the six months  ended March 31,  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 six month  period  ended March 31,  2003.  An  additional  2,168 shares were
issued as 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 has recorded a debt discount and
beneficial conversion feature non-cash charge of $666,000.


NOTE 6 - NOTES PAYABLE

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

     During the Quarter ended March 31, 2003, the Company borrowed $525,000 from
three unrelated  parties and 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 six months  ended March 31, 2003
was $6,000 and the balance of $50,000 has been  reflected as a discount to notes
payable, other.


                                       7


<PAGE>


Notes payable, at March 31, 2003 are summarized as follows:

Short term:

<TABLE>
<CAPTION>

<S>                                                                             <C>
Note payable, acquisition, issued September 13, 2002 pursuant to the All Care
Asset Acquisition Agreement as modified April 16, 2003, bearing interest at 7%
per annum due and paid on April 16, 2003.                                           $100,000
                                                                                    ========


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 April 1, 2003 through September 30, 2003.
These notes are secured by certain assets of the Company.                           $203,000
                                                                                    ========
Long term:

Notes payable, asset acquisition, issued September 13, 2002 pursuant to
the All Care Asset Acquisition Agreement 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 that the Company completes an equity
financing in excess of $500,000.                                                   $ 475,000

Less discount:                                                                       (50,000)
                                                                                   ---------

                                                                                   $ 425,000
                                                                                   =========

Note payable, shareholder, issued in February 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>


NOTE 7 - OTHER INFORMATION

     During  March  2003,  The  Company  and  Ocean  Breeze   Infusion  Care  of
Farmingdale,  Inc.  ("Ocean  Breeze"),  an  unrelated  third  party,  terminated
discussions about a possible transaction between the parties.

     On April 20, 2003, the Company entered into an Amended Consulting Agreement
with Rockwell Capital Partners,  LLC,  ("Rockwell") its investment  banker.  The
agreement  expires November 15, 2005 unless terminated  earlier.  The agreement,
originally  effective  November  15,  2002,  provides  for  Rockwell  to  render
consulting  services  relating to strategic  planning,  product  development and
general business and financial  matters.  Rockwell is to be paid $120,000 during
the first year increasing to $125,000 and $130,000,  respectively, in the second
and third years.


NOTE 8 - SUBSEQUENT EVENT

     On May 22,  2003,  Health  Capital  Investors,  Inc.  ("HCI")  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
interest rate of 14% to 18%, depending on the amount borrowed and the payment of
certain  servicing  fees on a per claim basis.  The terms and conditions of this
anticipated  arrangement  are  subject  to  on-site  due  diligence,  HCI credit
committee approval and legal review.


                                      -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/A.

     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/A,  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/A  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 March 31, 2003 Compared to the Three Months Ended
March 31, 2002

     Sales  increased  by  $1,202,000  in the second  quarter of Fiscal  2003 as
compared  to the  second  quarter of 2002.  Approximately  $  1,125,000  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 $ 77,000 represents an increase
in sales generated by Classic.

     Gross  profit for the three  months  ended  March 31,  2003 was  71.3%,  an
increase  from the 66.2%  recorded  in the prior year  comparable  period.  This
increase is  attributable  to a  different  sales mix  wherein  durable  medical
equipment  ("DME")  rentals were a higher  percentage  of sales and such revenue
generates a somewhat higher gross profit than other sales.

     Selling,  general and  administrative  expenses totaled  $1,474,000 for the
three  months  ended March 31, 2003  compared to $159,000  for the three  months
ended March 31,  2002.  The net  increase of  $1,315,000  consists  primarily of
$762,000 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
possible  credit  facility  with  Health  Care  Business  Credit  Corp.("HCBC");
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  $90,000;  there
was also a non-cash  charge of $57,000 for stock option  compensation  and there
was  an  increase  of  approximately  $278,000  in  the  selling,   general  and
administrative  expenses of Classic. The increase of $278,000 consists primarily
of an increase of  approximately  $145,000  in  salaries  and related  taxes and
benefits  from  $95,000 in the 2002 three  month  period to $240,000 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,  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 $33,000 in all other expenses.

                                       -9-

<PAGE>


     Net interest  expense in the current year's quarter was $21,000 as compared
to none in the prior year's comparable quarter.  Total interest expense incurred
in  the  quarter  ended  March  31,  2003  was  $36,000   including  $25,000  of
amortization  of  deferred  interest.  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 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 $6,000  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 March 31, 2003.


     The Six Months Ended March 31, 2003 Compared to the Six months Ended
March 31, 2002

     Sales  increased by $ 2,589,000  for the  six-month  period ended March 31,
2003  as  compared  to the  comparable  period  in  Fiscal  2002.  Approximately
$2,387,000 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 $202,000 represents
an increase in sales of Classic.

     Gross  profit for the six months  ended March 31, 2003 was 69.3%,  a slight
increase from the 67.8%  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 $2,680,000 for the six
months ended March 31, 2003  compared to $322,000 for the six months ended March
31, 2002. The net increase of $2,358,000 consists primarily of selling,  general
and  administrative  expenses of  approximately  $1,500,000  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 possible credit
facility with HCBC;  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
$170,000.  There  was also a  non-cash  charge  of  $114,000  for  stock  option
compensation and there was an increase of approximately $446,000 in the selling,
general  and  administrative  expenses  of  Classic.  The  increase  of $446,000
consists  primarily  of an increase of  approximately  $300,000 in salaries  and
related  taxes  and  benefits  from  $190,000  in the 2002 six  month  period to
$490,000 in the 2003 six month period. Of this increase,  approximately $100,000
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 $46,000 in all other expenses.

     Net interest expense for the six months ended March 31, 2003 was $62,000 as
compared  to $1,000  for the prior  year's  comparable  period.  Total  interest
expense  incurred in the six months  ended March 31, 2003 was $77,000  including
$50,000 of  amortization  of deferred  interest.  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 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 $6,000  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 March 31, 2003.


                                      -10-

<PAGE>

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 six months ended March 31, 2003, cash increased by $293,000. The
Company's  cash of $347,000  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.

     The Company  signed a  commitment  letter with HCBC on February  19,  2003,
which  expired on March 7, 2003.  However,  the  Company  and HCBC  continue  to
discuss the terms and conditions of a potential loan agreement.  Finalization of
any such  agreement is subject to an updated  review of the  Company's  business
operations  and  potential for growth as well as certain  other  continuing  due
diligence.  The Company  anticipates that the amount available upon finalization
of the credit  facility will be sufficient to pay all obligations as they become
due.  However  there is no  assurance  that  the  Company  will  obtain a credit
facility from HCBC.

     As  mentioned  in Note 8, the Company has  received a letter of intent from
HCI relative to a possible funding facility of up to $2,000,000. Approval of the
facility is subject to certain terms and  conditions  including  due  diligence,
credit committee review and approval as well as legal approval.

     Subsequent  to March  31,  2003,  the  President  of the  Company  advanced
additional funds to the Company in the aggregate amount of $102,000. Such amount
is due and payable in May 2004.

     The  Company  also  continues  to seek other  sources of  financing  and is
discussing possible  alternative  financing  arrangements with several potential
investors  so that the Company  can  sustain its planned  growth and achieve its
financial and operational objectives.



ITEM 3. CONTROLS AND PROCEDURES


     An evaluation was performed,  as of March 31, 2003,  under the  supervision
and with the  participation  of our President,  who is also the 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 March 31, 2003.  There have been no  significant  changes in our
internal  controls  or in other  factors  that  could  significantly  affect our
internal controls subsequent to March 31, 2003.





                                      -11-



<PAGE>


PART II

ITEM 1.  LEGAL PROCEEDINGS

                  None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c) Between October,  2002 and February,  2003, the Company sold a total of
$665,858 of convertible  promissory notes (the "Notes").  The Notes were sold on
behalf of the Company by Vertical  Capital  Partners LLP as placement agent. The
Notes were sold to seven  non-affiliated  accredited  investors  for $665,858 in
cash. The Company paid $73,000 in sales  commission to the placement  agent. The
Notes were convertible at the Company's discretion into common stock at the rate
of $1.00 per share. All Notes were converted into 665,858 shares of common stock
prior to March 31, 2003.  An  additional  2,168 shares were issued in payment of
interest.  The  issuance of the Notes was exempt from  registration  pursuant to
Rule 506 of  Regulation  D under the  Securities  Act of 1933,  as amended  (the
"Securities Act"). The issuance of the common stock upon conversion of the Notes
was exempt under Sections 3(a)(9) and 4(2) of the Securities Act.

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 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

         (B)      REPORTS ON FORM 8-K

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


                                       12

<PAGE>

                                    SIGNATURES


     Pursuant to the  requirements  of the  Securities and 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.

May 28, 2003


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


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




                                       13

<PAGE>

                                  CERTIFICATION

I, David Bensol,  Chief Executive  Officer of Critical Home Care, Inc.,  certify
that:

     1. I have reviewed  this Periodic  Report on Form 10-QSB/A of Critical Home
     Care, Inc.;

     2. Based on my knowledge,  this Periodic Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Periodic Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in  this  Periodic  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of,  and for,  the  period  presented  in this
     Periodic Report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
     and  procedures  (as such term is defined in paragraph (c) of this section)
     for the registrant and have:

          i. Designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries,  is made  known to them by  others  within
          those entities,  particularly  during the period in which the periodic
          reports are being prepared;

          ii.  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this  Periodic  Report  ("Evaluation  Date");  and iii.
          Presented  in  this   Periodic   Report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

     5.  I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
     registrant's auditors and the audit committee of the board of directors (or
     persons fulfilling the equivalent function):

          i. All significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          ii. Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

     6. I have  indicated  in this  Periodic  Report  whether  or not there were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.


Dated: May 28, 2003                                      /s/David Bensol,
                                                        -----------------------
                                                        David Bensol,
                                                        Chief Executive Officer





                                       14
<PAGE>



                                  CERTIFICATION


I, Eric S. Yonenson, Chief Financial Officer of Critical Home Care, Inc.,
certify that:

     1. I have reviewed  this Periodic  Report on Form 10-QSB/A of Critical Home
     Care, Inc.;

     2. Based on my knowledge,  this Periodic Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Periodic Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in  this  Periodic  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of,  and for,  the  period  presented  in this
     Periodic Report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
     and  procedures  (as such term is defined in paragraph (c) of this section)
     for the registrant and have:

          i. Designed  such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated  subsidiaries,  is made  known to them by  others  within
          those entities,  particularly  during the period in which the periodic
          reports are being prepared;

          ii.  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this  Periodic  Report  ("Evaluation  Date");  and iii.
          Presented  in  this   Periodic   Report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

     5.  I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
     registrant's auditors and the audit committee of the board of directors (or
     persons fulfilling the equivalent function):

          i. All significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          ii. Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

     6. I have  indicated  in this  Periodic  Report  whether  or not there were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.



Dated: May 28, 2003                                      /s/ Eric S. Yonenson,
                                                        -----------------------
                                                        Eric S. Yonenson,
                                                        Chief Financial Officer


                                       15