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 December 31, 2002
                        Commission File Number 000-31249


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


                 NEVADA                               88-0331369
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

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

                                  516-997-1200
                           (Issuer's telephone number)


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:


      Title of Class               Number of Shares
       Common Stock                   Outstanding               Date
 (par value $0.25 per share)          24,368,026          February 14, 2003

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


<PAGE>

                              CRITICAL HOME CARE, INC.

<TABLE>
<CAPTION>

                                      INDEX

                                                                     Page
                                                                    Number
PART I. FINANCIAL INFORMATION
<S>                                                                 <C>

   Item 1. Financial Statements
     Consolidated Balance Sheets
       December 31, 2002 (unaudited) and September 30, 2002.....      3
     Consolidated Statements of Operations
       Three Months Ended December 31, 2002
       and December 31, 2001 (unaudited)........................      4
     Consolidated Statements of Cash Flows
       Three Months Ended December 31, 2002
       and December 31, 2001 (unaudited)........................      5
     Notes to the Consolidated Financial
     Statements (unaudited)......................................     6
   Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations...............     8
   Item 3. Controls and Procedures...............................     10

PART II. OTHER INFORMATION
   Item 1. Legal Proceedings ....................................     10
   Item 2. Changes in Securities.................................     10
   Item 3. Defaults Upon Senior Securities.......................     10
   Item 4. Submission of Matters to a Vote of Security
           Holders...............................................     10
   Item 5. Other Information ....................................     10
   Item 6. Exhibits and Reports on Form 8-K......................     10

           Signatures............................................     11
           Certifications........................................     12

</TABLE>

<PAGE>

ITEM 1
                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                       December 31,   September 30,
                                                                                           2002           2002
                                                                                       ------------   -----------
                                                                                        (unaudited)
                                  ASSETS


CURRENT ASSETS:
<S>                                                                                <C>            <C>
   Cash.....................................................................          $    85,000     $54,000
   Accounts receivable, net of allowance for
       doubtful accounts of $455,000 and $495,000...........................            1,560,000   1,095,000
   Inventory................................................................              422,000     485,000
   Prepaid expenses.........................................................               19,000      35,000
   Deferred interest........................................................               51,000      75,000
                                                                                      -----------  ----------

       TOTAL CURRENT ASSETS.................................................            2,137,000   1,744,000


Property and equipment - at cost, net.......................................              497,000     481,000
Goodwill....................................................................            3,357,000   3,357,000
Security deposits...........................................................               35,000      35,000
Other intangibles...........................................................               95,000     100,000
                                                                                      -----------  -----------

       TOTAL ASSETS........................................................           $ 6,121,000 $ 5,717,000
                                                                                      =========== ============

                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt.......................................           $     7,000 $     7,000
   Accounts payable........................................................               530,000     461,000
   Accrued expenses and other current liabilities..........................               371,000     351,000
   Notes payable - asset acquisitions......................................               432,000     532,000
   Notes payable - other...................................................               255,000     444,000
                                                                                        ---------    ---------
       TOTAL CURRENT LIABILITIES...........................................             1,595,000   1,795,000

LONG-TERM DEBT, net of current portion.....................................                 9,000      11,000
                                                                                        ---------    ---------

       TOTAL LIABILITIES                                                                1,604,000   1,806,000
                                                                                        ---------   ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Preferred stock, $0.25 par value, 5,000,000 shares authorized,
      none issued and outstanding
   Common stock, $0.25 par value; 100,000,000 shares authorized,
        24,368,026 and 23,725,000 shares issued
        and outstanding.....................................................            6,092,000   5,931,000
   Additional paid-in capital...............................................            3,792,000   3,350,000
   Accumulated deficit......................................................           (5,367,000) (5,370,000)
                                                                                       ----------   ---------
       TOTAL SHAREHOLDERS' EQUITY...........................................            4,517,000   3,911,000
                                                                                        ---------   ---------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...........................          $ 6,121,000  $5,717,000
                                                                                     ============  ==========



                       The accompanying notes are an integral part of these financial statements.

</TABLE>



                                       3

<PAGE>




                    CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED
                                                                         DECEMBER 31,

                                                                   2002                 2001
                                                                   ----                 ----
<S>                                                        <C>                 <C>
NET SALES..............................................     $  1,685,000        $      299,000
COST OF GOODS SOLD.....................................          541,000                91,000
                                                              ----------              ---------
GROSS PROFIT...........................................        1,144,000               208,000

OPERATING EXPENSES:
    Selling, general and administrative................        1,204,000               166,000
    Depreciation and amortization......................           32,000                 3,000
                                                               ---------              ---------

      TOTAL OPERATING EXPENSES.........................        1,236,000               169,000
                                                               ---------              ---------

(LOSS) INCOME FROM OPERATIONS..........................          (92,000)               39,000
                                                               ----------            ----------
OTHER INCOME (EXPENSE)

   Interest expense...................................           (41,000)                 -
   Other income.......................................           138,000                  -
                                                               ----------            ----------
                                                                  97,000                  -


NET INCOME BEFORE INCOME TAXES.........................            5,000                39,000

PROVISION FOR INCOME TAXES (*).........................            2,000                16,000
                                                               ---------             ----------
NET INCOME.............................................     $      3,000           $    23,000
                                                               =========            ===========


BASIC AND DILUTED INCOME PER SHARE.....................     $    0.00013            $  0.0015
                                                                 =======              ========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING..........       24,045,000            15,896,000
                                                              ==========            ==========


(*) - Provision for income taxes and net income are on a pro-forma basis in the
       2001 quarter due to the historical entity having Subchapter S status.


   The accompanying notes are an integral part of these financial statements.

</TABLE>



                                       4
<PAGE>

                  CRITICAL HOME CARE, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED
                                                                            DECEMBER 31,
                                                                             -----------
                                                                      2002                2001
                                                                      ----                ----
<S>                                                         <C>                   <C>


CASH FLOWS FROM OPERATING ACTIVITIES
   Net income.........................................        $       3,000         $     39,000
   Adjustments to reconcile net income to
     cash used in operating activities:
       Provision for bad debts........................                 -                   8,000
       Depreciation and amortization..................               32,000                3,000
       Stock option compensation......................               57,000                 -

   Changes in operating assets and liabilities
       Accounts receivable.............................            (465,000)             (59,000)
       Inventory.......................................              63,000               (7,000)
       Prepaid expenses................................              16,000              (11,000)
       Deferred interest...............................              24,000                 -
       Accounts payable................................              69,000                6,000
       Accrued expenses and other current liabilities..              20,000                8,000
                                                                  ----------           ----------
NET CASH USED IN OPERATING ACTIVITIES..................            (181,000)             (13,000)
                                                                   --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment..................             (43,000)                -
                                                                  ----------             --------
NET CASH USED IN INVESTING ACTIVITIES..................             (43,000)                -
                                                                    -------              -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock, net.........             546,000                 -
   Proceeds from loans payable, shareholder............                -                  64,000
   (Payment of) / Proceeds from long-term debt.........              (2,000)              (2,000)
   Increase in due to affiliate........................                -                  13,000
   Payments of notes payable - asset acquisitions......            (100,000)                -
   Payments of notes payable - other ..................            (189,000)             (60,000)
                                                                   --------              -------
NET CASH PROVIDED BY FINANCING ACTIVITIES..............             255,000               15,000
                                                                    -------              -------

NET INCREASE IN CASH...................................              31,000               13,000
CASH, BEGINNING OF PERIOD..............................              54,000                4,000
                                                                  ---------             ---------
CASH, END OF PERIOD....................................       $      85,000       $       17,000
                                                               ============           ===========
Supplementary information:

Cash paid during the period for:

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

    The accompanying notes are an integral part of these financial statements
</TABLE>

                                       5
<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 18, 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 - ACQUISITIONS IN FISCAL 2002

     On July 12, 2002, the Company  acquired 100% of the common stock of Classic
Health Care Solutions, Inc. ("Classic"); on August 8, 2002, the Company acquired
substantially  all of the assets and business  operations of Home Care Alliance,
Inc. ("Alliance"); on September 12, 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").

     For  accounting  purposes,  the  transaction  between NYMI and Critical was
considered,   in  substance,  a  capital  transaction  rather  than  a  business
combination.  The exchange was accounted for as a reverse  acquisition 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.


NOTE 3 - ISSUANCES OF SECURITIES

     On October 25, 2002, the Company  consummated  an initial  closing of gross
proceeds of $550,000 pursuant to an ongoing private  placement  pursuant to Rule
506 of Regulation D under the Securities Act of 1933, as amended.  The placement
is for up to a maximum of $2,000,000 of  convertible  promissory  notes that are
due on February 28, 2003 and can be  automatically  converted into common shares
at the rate of one  share  for one  dollar  of notes  at the  discretion  of the
Company.  On November 11, 2002,  the Company  elected to convert the proceeds of
$550,000  into 550,000  common  shares and paid  accrued  interest on such notes
through the issuance an additional  2,168 common  shares.  In December 2002, the
Company  received an  additional  $90,858 of proceeds  from the ongoing  private
placement and the notes were converted into a total of 90,858 common shares.  On
February 13, 2003,  the Company  received  another  $25,000 of proceeds from the
ongoing private  placement,  and the note was immediately  converted into 25,000
common shares.




                                       6
<PAGE>

NOTE 4 - NOTES PAYABLE

     During the  quarter  ended  December  31,  2002,  the  Company  and certain
noteholders of Notes  payable-other  agreed to amended  payment terms.  However,
prior to the amendments being  finalized,  the Company had made partial payments
of $189,000  on the  original  due dates of the notes in October  and  November,
2002.



NOTE 5 - SUBSEQUENT EVENTS

     On  February  18,  2003,  the  Company  and  Health  Care  Business  Credit
Corporation (HCBCC) signed a financing commitment letter covering an asset based
credit facility of up to $5,000,000 for a period of three years and a commitment
fee of  $75,000  was  charged  to the  Company.  Management  anticipates  that a
definitive  loan agreement  will be executed on or before  February 28, 2003 and
that the initial funding will  approximate  $500,000,  net of related  expenses.
Advances will be available up to 85% of eligible  receivables,  as defined,  and
the basic terms of the loan  agreement  are  expected  to  include,  among other
things,  a  prepayment  penalty,  an interest  rate of prime plus 2 percent,  an
annual unused line fee equal to 1/2 % of the unused  portion of the facility and
required  compliance  with  certain  financial  covenants  relative  to the debt
service coverage ratio. The lender will receive a perfected first priority valid
and  enforceable  lien  and  security  interest  on  all of  Company's  accounts
receivable and related  intangible  assets.

     The Company is also negotiating  with two potential  investors for loans of
$250,000 and $125,000,  respectively.  The current  proposed  structure of these
loans includes a term of 14 months, an interest rate equal to the prime rate, as
defined,  plus 1% and certain stock options.  There can be no assurance that any
of these transactions will occur.

     On  November  14,  2002,  the  Company and Ocean  Breeze  Infusion  Care of
Farmingdale,  Inc. (Ocean Breeze) signed a 60 day  non-binding  letter of intent
relating  to a proposed  acquisition  of certain  assets of Ocean  Breeze by the
Company.  The parties discussed and negotiated possible  transaction  structures
throughout  the term of the letter of intent but were unable to reach a mutually
acceptable  agreement.  Nonetheless,  management of the Company and Ocean Breeze
continue to explore the possibility of an asset sale  transaction;  however,  no
assurance can be given that any such  satisfactory  agreement will be reached or
that any such transaction will be consummated.


                                       7
<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 Current Report on Form
10-KSB filed on February 18, 2003 and our other filings with the U.S. 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 December 31, 2002 Compared to the Three Months Ended
December 31, 2001

     Sales  increased  by  $1,386,000  in the first  quarter  of Fiscal  2003 as
compared to the first quarter of 2002. Approximately $1,238,000 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 August 8, 2002 and
September  12,  2002,  their  respective  dates of  acquisition.  The balance of
$148,000 represents an increase in sales generated by Classic.

     Gross  profit for the three months  ended  December  31, 2002 was 67.8%,  a
slight  decrease from the 69.6%  recorded in the prior year  comparable  period.
This decrease is attributable to the different sales mix due to the inclusion of
the  sales  of  Alliance  and  All  Care  which  generated  a  gross  profit  of
approximately 65% during the current three month period.

     Selling,  general and  administrative  expenses totaled  $1,204,000 for the
three months ended  December 31, 2002  compared to $166,000 for the three months
ended  December 31, 2001. The net increase of $1,038,000  primarily  consists of
approximately  $785,000 of selling,  general and administrative  expenses of the
Alliance and All Care operations for which there was no comparable figure in the
prior  year as both  operations  were not  acquired  until  the  September  2002
quarter. In addition,  the Company recorded $57,000 of stock option compensation
in the current year's quarter while there was no comparable  charge in the prior
year; and the Company incurred  approximately  $85,000 of professional and other
expenses  relating to being a public  company for which there was no  comparable
expense in the prior  year's  quarter.  There was an increase of $111,000 in the
selling,  general and administrative expenses of Classic. This increase includes
a $35,000  increase in officers'  salaries and related taxes from $40,000 in the
prior year's first quarter to $75,000 in the current year's first quarter.  Such
increase was pursuant to  employment  contracts for the two officers that became
effective  September  26,  2002.  Also  contributing  to  Classic's  increase in
selling,  general and administrative expenses were an increase in other salaries
and related taxes of approximately $50,000 and net increases of $26,000 in other
expenses.



                                       8
<PAGE>

     Interest  expense in the current  year's quarter was $41,000 as compared to
none in the prior year's  comparable  quarter.  The interest expense incurred in
the quarter ended  December 31, 2002 is primarily  comprised of interest paid or
accrued on the various notes payable  relating to the  acquisition of the assets
of Alliance in August of 2002 and the  acquisition  of the assets of All Care in
September,  2002 as well as the notes  payable to various  parties  for  working
capital  loans  made to the  Company  in July  through  December  2002.  Certain
interest on two of the working capital loans was paid with 100,000 shares of the
Company's  common  stock in August 2002 that was valued at $100,000 and which is
being  amortized over the life of the respective  notes and of which $25,000 was
expensed in the current  quarter.  In addition,  interest of $14,000 was accrued
and $2,000 was paid relative to long term debt.


     Other income of $138,000  consists of the anticipated net proceeds from the
billing  for  services  provided  by  Alliance  to their  patients  prior to the
acquisition  of their assets by Critical on August 8, 2002.  Alliance was unable
to bill for such services as their  Medicare  license was  terminated  effective
December 17, 2001.  The  prospective  billing was part of the acquired  Alliance
operations  but could not be billed  until the  Company  had the legal  right to
submit such  billing to Medicare.  On December  16, 2002,  the Company was given
such  authorization  to bill by Medicare  and began to do so. Based upon billing
and  collections  through  February 18, 2003,  it appears that net receipts from
such total billing will approximate $138,000.


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  which includes  expenses  incurred relative to
seeking merger and/or acquisition candidates.

     During the three months ended December 31, 2002, cash increased by $31,000.
The Company's  cash of $85,000 and estimated  funds that will be generated  from
operations and anticipated  available  borrowings  under the  prospective  HCBCC
credit facility, should the definitive loan documents relative to such potential
credit facility be executed,  would be sufficient to both support current levels
of operations for the next twelve months, as well as to pay current  liabilities
when due.

     On October 25, 2002, the Company  consummated  an initial  closing of gross
proceeds of $550,000 pursuant to an ongoing private  placement  pursuant to Rule
506 of Regulation D under the Securities Act of 1933, as amended.  The placement
is for up to a maximum  of  $2,000,000  of  convertible  promissory  notes  (the
"notes") that were originally due on December 31, 2002 and can be  automatically
converted into common shares at the rate of one share for one dollar of notes at
the  discretion  of the Company.  On November 11, 2002,  the Company  elected to
convert the  $550,000  received  plus  accrued  interest of $2,168 into  552,168
common shares.  The offering is ongoing and the offering  period and due date of
the notes have been extended through February 28, 2003 pursuant to the extension
terms of the private placement offering document. Through December 31, 2002, the
Company  received an additional  $90,858 and the respective notes were converted
into a total of 90,858 shares. In addition,  subsequent to December 31, 2002 the
Company received another $50,000 of which $25,000 was converted to 25,000 common
shares on February  14,  2003 and $25,000  will be  converted  to 25,000  common
shares on February 20, 2003.

     On  February  18,  2003,  the  Company  and  Health  Care  Business  Credit
Corporation  ("HCBCC")  signed a financing  commitment  letter covering an asset
based  credit  facility  of up to  $5,000,000  for a period of three years and a
commitment  fee of $75,000 was charged to the  Company.  Management  anticipates
that a definitive loan agreement will be executed on or before February 28, 2003
and that the initial funding will approximate  $500,000 net of related expenses.
Advances will be available of up to 85% of eligible receivables, as defined, and
the basic  terms of the loan  agreement  include,  among  others,  a  prepayment
penalty,  an interest rate of prime plus 2 percent, an annual unused line fee of
1/2% on the unused portion of the facility and compliance with certain covenants
related to debt  service  coverage.  The lender will  receive a perfected  first
priority valid and  enforceable  lien and security  interest on all of Company's
accounts receivable and related intangible assets.

     The Company is also negotiating  with two potential  investors for loans of
$250,000  and  $125,000,  respectively.  The  current  proposed  loan  structure
includes a term of 14 months  pursuant to promissory  notes, an interest rate of
prime, as defined, plus 1% and certain stock options.  There can be no assurance
that any of these transactions will occur.

                                       9
<PAGE>



ITEM 3. CONTROLS AND PROCEDURES


     An evaluation was performed, as of December 31, 2002, under the supervision
and with the  participation  of our President,  who is also the Chief  Executive
Officer,  and our acting 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  December  31,  2002.  There  have  been  no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect our internal controls subsequent to December 31, 2002.



PART II

ITEM 1.  LEGAL PROCEEDINGS

                  None

ITEM 2.  CHANGES IN SECURITIES

     During the quarter ended  December 31, 2002,  the Company sold an aggregate
of $640,858 of promissory notes (the "Notes") to an aggregate of nine accredited
investors  pursuant to a private  placement under Rule 506 of Regulation D under
the  Securities  Act of 1933,  as  amended.  The Notes are  convertible,  at the
election of the Company,  into shares of common stock of the Company at the rate
of $1.00 of Notes  for one  share of  stock.  The  Company  elected  to  convert
$550,000  of Notes  into  common  shares on  November  11,  2002  along  with an
additional  2,168  shares of common  stock in payment of  accrued  interest.  In
addition,  the  Company  elected to convert  the  balance of $90,858 of Notes to
90,858  shares of Common  stock on  December  10,  2002,  the day the notes were
purchased.

     The issuance of the notes and shares upon  conversion  of the notes did not
require  registration under the Securities Act of 1933, as amended,  pursuant to
exemptions available under the provisions of Section 4(2)of the 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


99.1     Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

99.2     Chief Financial Officer 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 December  10, 2002 to report the change in
the Company's fiscal year end from December 31 to September 30.


                                      10
<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.

February 19, 2002

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


                  By:     /s/ David M. Barnes
                          -------------------
                          David M. Barnes
                          Acting Chief Financial Officer




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<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 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: February 19, 2003

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







                                       12
<PAGE>



                                  CERTIFICATION


     I, David M. Barnes,  Acting Chief Financial  Officer of Critical Home Care,
Inc., certify that:

     1. I have  reviewed  this  Periodic  Report on Form 10-QSB 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: February 19, 2003                         /s/ David M. Barnes
                                                 -----------------------
                                                  David M. Barnes
                                                  Acting Chief Financial Officer



                                       13