`SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from______to______

                          Commission File Number: 3699

    -----------------------------------------------------------------------
                           Island Critical Care Corp.
        (Exact Name of Small Business Issuer as Specified in its Charter)
    -----------------------------------------------------------------------
                     Delaware                           65-0967706
       (State or Other Jurisdiction of               (I.R.S. Employer
         Incorporation or Organization)             Identification No.)

               9 Myrtle Street, Stratford, PE, Canada       C1A 1P4
             (Address of Principal Executive Offices)     (Zip code)

Issuer's Telephone Number, Including Area Code: (902) 569-4447

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report:

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.  Yes [X]    No [  ]

As of November 14, 2001 the Issuer had 18,992,312 shares of Common Stock, par
value of $.001outstanding.

Transitional Small Business Disclosure Format (check one):  YES    NO X






                           ISLAND CRITICAL CARE CORP.
                                   FORM 10-QSB
                    For the Quarter Ended September 30, 2001

                                      INDEX
                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

           Independent Accountants' Report on Interim
           Financial Information .............................................2

           Balance Sheets at September 30, 2001(Unaudited) and
           March 31, 2001 ....................................................3

           Statements of Changes in Stockholders' Equity (Deficit)
           for the Three and Six Months Ended September 30, 2001 and
           2000 (Unaudited) ..................................................4

           Statements of Operations and Comprehensive Income for the Three
           and Six Months Ended September 30, 2001 and 2000 (Unaudited) ......5

           Statements of Cash Flow for the six months ended
           September 30, 2001 and 2000 (Unaudited) .........................6-7

           Notes to the Financial Statements (Unaudited) ..................8-10

Item 2.    Management's Discussion and Analysis or Plan of Operations .......11

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings ................................................13
Item 2.    Changes in Securities ............................................13
Item 3.    Defaults Upon Senior Securities ..................................13
Item 4.    Submission of Matters to a Vote of Security Holders ..............13
Item 5.    Other Information ................................................13
Item 6.    Exhibits and Reports on Form 8-K .................................13

SIGNATURES ..................................................................13




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

             -------- -------------------------------------- ------
                                FINANCIAL REPORTS
                                       AT
                               September 30, 2001
             -------- -------------------------------------- ------











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


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


Independent Accountants' Report on Interim Financial Information           F - 2

Balance Sheets at September 30, 2001 (Unaudited) and March 31, 2001        F - 3

Statements of Changes in Stockholders' Equity (Deficit) for the Three and
Six Months Ended September 30, 2001 and 2000 (Unaudited)                   F - 4

Statements of Operations and Comprehensive Income for the Three and Six
Months Ended September 30, 2001 and 2000 (Unaudited)                       F - 5

Statements of Cash Flows for the Six Months Ended September 30, 2001
and 2000 (Unaudited)                                              F - 6 to F - 7

Notes to the Financial Statements (Unaudited)                     F - 8 to F -10




                                     F - 1





INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
Island Critical Care Corp.
(A Delaware Corporation)
Palm Beach, Florida


         We have reviewed the accompanying balance sheet of Island Critical Care
Corp. as of September 30, 2001, and the related statements of operations and
comprehensive income for the three and six months ended September 30, 2001 and
2000, and the related statements of changes in stockholders' equity and cash
flows for the six months ended September 30, 2001 and 2000. These financial
statements are the responsibility of the management of Island Critical Care
Corp.

         We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
the financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

         Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order for them
to be in conformity with accounting principles generally accepted in the United
States of America.

         We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance sheet as of
March 31, 2001 (presented herein), and the related statements of operations,
changes in stockholders' equity and cash flows for the year ended March 31, 2001
(not presented herein) and for the periods from date of inception (April 21,
1998) through March 31, 2001, and in our report dated May 9, 2001, we expressed
an unqualified opinion on those financial statements. We have not performed any
auditing procedures subsequent to the date of our report.






/s/ Rotenberg & Company, LLP
    Rochester, New York
    November 5, 2001


                                      F - 2






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


BALANCE SHEETS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                                              (In U.S. Dollars)
                                                   (Unaudited)
                                                   September 30,       March 31,
                                                      2001               2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                           $   --           $   27,523
Accounts Receivable                                  54,652               1,281
Commodity Tax Recoverable                             6,425               8,673
Inventories                                         721,684             672,614
Prepaid Expenses                                      4,401              21,097
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Current Assets                                787,162             731,188

Property and Equipment - Net of Accumulated
 Depreciation                                       175,892             118,925

Other Assets
License Fee - Net of Accumulated Amortization        17,047              18,724
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Assets                                      $ 980,101           $ 868,837
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Line of Credit                                  $ 1,055,712           $ 951,900
Grants Payable - Due Within One Year                 34,241                  --
Note Payable - Due Within One Year                   37,762              45,710
Accounts Payable                                    458,776             273,874
Accrued Expenses                                    123,831              57,961
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Current Liabilities                         1,710,322           1,567,347

Other Liabilities
Grants Payable - Due After One Year                 119,205             104,623
Note Payable - Due After One Year                   136,230             133,279
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Liabilities                                 1,965,757           1,567,347
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Stockholders' Equity (Deficit)
Common Stock - $.001 Par; 50,000,000 Authorized;
     18,201,000 Issued and Outstanding                18,201             18,101
Additional Paid-In Capital                           986,578            885,639
Retained Deficit                                  (2,017,732)        (1,621,359)
Accumulated Other Comprehensive Income (Loss)         27,297             19,109
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                (985,656)          (698,510)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity
(Deficit)                                          $ 980,101          $ 868,837
--------------------------------------------------------------------------------


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

                         See Accountants' Review Report

                                      F - 3




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


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

                                                                   (In U.S. Dollars)

                                                                  Common                              Accumulated      Total
                                                                   Stock     Additional                  Other      Stockholders'
For The Six Months Ended  September 30, 2001           Number    $.001 Par    Paid-In     Retained   Comprehensive    Equity
     and 2000                                        of Shares     Value      Capital      Deficit   Income (Loss)   (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2000                            18,101,000   $ 18,101   $ 701,719     $(435,828)  $(4,896)       $ 279,096

Contribution  of Capital                                    --        --      183,920           --        --           183,920
Net Loss for the Period                                     --        --          --       (564,464)      --          (564,464)

Other Comprehensive Income (Loss) for the Period            --        --          --            --      (8,577)         (8,577)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

Balance - September 30, 2000 (UNAUDITED)            18,101,000   $ 18,101   $ 885,639   $(1,000,292)  $(13,473)      $(110,025)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2001                            18,101,000   $ 18,101   $ 885,639   $(1,621,359)  $ 19,109       $(698,510)

Contribution of Capital                                     --        --       82,932            --        --           82,932
Exercise of Stock Options                               50,000         50       6,557            --        --            6,607
Issuance of Common Stock for Services                   50,000         50      11,450            --        --           11,500
Net Loss for the Period                                     --        --           --       (396,373)      --         (396,373)
Other Comprehensive Income (Loss) for the Period            --        --           --            --      8,188           8,188
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Balance - September 30, 2001 (UNAUDITED)            18,201,000   $ 18,201   $ 986,578    $(2,017,732) $ 27,297       $(985,656)
------------------------------------------------------------------------------------------------------------------------------------


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

                         See Accountants' Review Report

                                      F - 4



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


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

                                     Three Months Ended        Six Months Ended
                                        September 30,            September 30,
                                    --------------------------------------------
                                    --------------------------------------------

                                    2001           2000        2001         2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Sales                             $ 32,117       $   --      $  48,282    $    --

Cost of Sales                       15,816           --         29,198         --
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Gross Profit                        16,301           --         19,084         --
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Operating Expenses
Advertising and Promotion             2,301        4,415         2,695     13,275
Professional Fees                    39,728       24,534        46,608     52,202
Office Expense                        7,011       25,469        19,048     32,869
Relocation Expense                       --       16,314            --     47,407
Rent, Utilities and Insurance        12,626        2,686        24,046      5,787
Research and Development Costs        2,440       36,331         8,457    192,011
Salaries and Benefits               123,055      109,752       240,630    208,116
Travel, Trade Shows and Conferences   9,028       20,886        27,533     26,632
Web Page Design                          --       11,951            --     11,951
Depreciation and Amortization         8,485        3,475        14,136      5,211
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Total Operating Expenses            204,674      255,993       383,153    595,461
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Loss Before Other Income (Expenses)(188,373)    (255,993)     (364,069)  (595,461)

Other Income (Expenses)

Government Grants                       --         5,352         14,525    32,002

Interest , Net                      (19,749)      (1,005)       (46,829)   (1,005)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Net Loss for the Period            (208,122)    (251,646)      (396,373) (564,464)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Other Comprehensive Income (Loss)

Foreign Currency Translation
Adjustment                           20,923       (4,391)         8,188    (8,577)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Comprehensive Income (Loss)      $ (187,199)  $ (256,037)     $(388,185) $(573,041)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Weighted Average of Common Shares
Outstanding                      18,117,667   18,101,000     18,117,667  18,101,000

Net Loss per Common Share - Basic
and Diluted                       $ (0.01)    $  (0.01)        $  (0.02)   $ (0.03)
--------------------------------------------------------------------------------


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

                         See Accountants' Review Report

                                      F - 5




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


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

                                                        Six Months Ended
                                                        September 30,
                                                        -------------------
                                                        -------------------

                                                        2001             2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash Flows from Operating Activities
Cash Received from Customers                         $   --              $   --
Cash Received from Government                        11,500                  --
Cash Paid to Suppliers and Employees               (212,983)           (750,195)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Net Cash Flows from Operating Activities           (201,483)           (750,195)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash Flows from Investing Activities
Purchase of Property and Equipment                  (69,921)            (25,322)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Net Cash Flows from Investing Activities            (69,921)            (25,322)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Gross Proceeds From Exercise of Stock Options         6,557                  --
Capital Contribution                                 82,932             185,383
Net Proceeds From Borrowings                        151,592             390,472
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities            241,081             575,855
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Effect of Exchange Rate Changes
  on Cash and Cash Equivalents                       2,800              (11,181)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Net Increase (Decrease) in Cash and
 Cash Equivalents                                  (27,523)            (210,843)

Cash and Cash Equivalents - Beginning of Period     27,523              246,814
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Period          $   --             $  35,971
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


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

                         See Accountants' Review Report

                                      F - 6




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


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

                                                 Six Months Ended
                                                  September 30,
                                                ---------------------
                                                ---------------------

                                                 2001                2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Net Loss for the Period                         $(396,373)          $(564,464)

Adjustments:
Depreciation and Amortization                      14,136               5,211
Shares issued for services                         11,500                  --

Changes in Assets and Liabilities:

Accounts Receivable                               (53,799)            (26,181)

Commodity Tax Recoverable                           2,544             (28,026)

Inventory                                         (51,025)           (220,380)

Prepaid Expenses                                   17,327             (38,643)
Accounts Payable                                  187,472             108,823
Accrued Expenses                                   66,735              13,465
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Net Cash Flows from Operating Activities        $(201,483)         $(750,195)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


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

                         See Accountants' Review Report

                                      F - 7




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


NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

Note A -   Basis of Presentation
The condensed financial statements of Island Critical Care Corp. (the "Company")
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in conjunction with U.S. generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the annual audited financial
statements and the notes thereto included in the Company's Form 10SB, and other
reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments
of a normal and recurring nature, which are, in the opinion of management,
necessary to present fairly the financial position, results of operations and
cash flows of the Company for the interim periods presented. The results of
operations for these periods are not necessarily comparable to, or indicative
of, results of any other interim period of or for the fiscal year taken as a
whole. Factors that affect the comparability of financial data from year to year
and for comparable interim periods include non-recurring expenses associated
with the company's registration with the Securities and Exchange Commission and
costs incurred to raise capital. Certain financial information that is not
required for interim financial reporting purposes has been omitted.

Note B - Other Matters
Grants
The Company has received grants from the National Research Council of Canada.
The grants are non-repayable and are based upon 40% of qualified research and
development expenditures up to a maximum of $48,000 Canadian (approximately
$30,000 U.S. at September 30, 2001). Grants received are recognized as Other
Income in the period in which the related expenses are incurred. No grants were
received during the six months ended September 30, 2001.

The Company has received grants from Human Resource Development Canada (HRDC).
The grants are non-repayable and cover 50% of each qualified employees' salary
for a period of six months. The grants also include amounts to be used for
workstations for assemblers up to a maximum amount of $70,000 Canadian
(approximately $44,400 U.S. at September 30, 2001). Grants received are
recognized as other income in the period in which the related expenses are
incurred. Grant revenue amounted to $14,525 U.S. at September 30, 2001. Amounts
receivable under the grant amounted to approximately $15,000 U.S. at September
30, 2001.

The Company has received grants from the Prince Edward Island Business
Development Agency. The grants are non-repayable and are based upon 40% of the
qualified marketing expenditures up to a maximum of $13,352 U.S. Grants received
are recognized as Other Income in the period in which the related expenditures
are incurred. There was no grant revenue during the six months ended September
30, 2001.

The Company is entitled to receive grants in the form of interest free loans
from the Atlantic Canada Opportunities Agency, an agency of the Canadian
Government. The total amount of the loans available is approximately $244,900
U.S. and is based upon Qualified Expenditures for Capital Asset Acquisitions,
Market Development and Standard Certification Costs. The grant is interest free
and is repayable over 5 years commencing in January, 2002. Amounts outstanding
under the grants amounted to approximately $153,500 at September 30, 2001.

                                                          - continued -


                                      F - 8



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

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


Note B -   Other Matters - continued


Inventories

Inventories consist of parts to be used in the assembly of the pulse oximeter
and finished goods. Inventories are recorded at the lower of cost determined by
the first in, first out method or market.

Lines of Credit
The Company has available a line of credit with the Prince Edward Island Lending
Agency, an agency of the Province of Prince Edward Island Government with a
maximum amount of $1,000,000 U.S. The line of credit became available upon the
completion of the prototype for the Pulse Oximeter, and is collateralized by the
general assets of the company. The company also has available an additional line
of credit with the Prince Edward Island Lending Agency to cover qualified
expenditures only with a maximum amount of $132,140 U.S. The additional line of
credit available with a maximum amount of $132,140 U.S. is personally guaranteed
by three directors of the company. The lines of credit bear interest at the
prime rate plus 3% (8.50% at September 30, 2001) annually. The total amount
outstanding was $1,055,712 U.S. at September 30, 2001. Interest expense for the
lines of credit amounted to $38,984 and $1,211 for the six months ended
September 30, 2001 and 2000, respectively.

Notes Payable
Notes payable consisted of the following:

--------------------------------------                      -------------- ---------------
September 30, 2001 and March 31, 2001                            2001            2000
--------------------------------------                      -------------- ---------------
--------------------------------------                      -------------- ---------------

Note payable, unsecured, repayable in monthly installments of
$2,422, including principal and interest. The note is for a
five-year term and bears interest to the rate of 9% per annum.
The note is due in July 2005.                                  $   89,335    $   98,961


Note payable, unsecured, repayable in monthly installments of
$1,176, including principal and interest. The note is for a
five-year term and bears interest at the rate of 9% per annum.
The note is due in September 2005.                                 44,960      49,569


Note payable, unsecured, repayable in monthly installments of
$692, including principal and interest. The note is for a
five-year term and bears interest at the rate of 9% per annum.
The note is due in December 2005.                                  27,807      30,459


Note payable, unsecured, repayable in monthly installments of
$257, including principal and interest. The note is for a
five-year term and bears interest of 9% per annum. The note is
due in August 2006.                                               11,890           --
--------------------------------------                      -------------- ---------------
                                                               $ 173,992     $ 178,989
Less:  Amount due within one year                                 37,762        45,710

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

Amount Due After One Year                                      $ 136,230    $ 133,279

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

                                                          - continued -


                                     F - 9




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


NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


Note B -   Other Matters - continued

           Notes Payable - continued


Annual maturities of debt for the five years succeeding September 30, 2001 are as follows:

  2002         2003           2004            2005         2006         Total

--------    ------------   ------------   -----------    -----------   ----------
--------    ------------   ------------   -----------    -----------   ----------
$ 37,772     $ 41,336       $ 45,232         44,875        4,777      $ 173,992
--------    ------------   ------------   -----------    -----------   ----------

           Interest expense for the six months ended September 30, 2001 and 2000
amounted to $8,008 and $1,740, respectively.


Note C -   Development Stage
The company was formed on April 21, 1998 and was in the development stage
through March 31, 2001. During the period ended September 30, 2001, the company
accumulated finished goods inventory and recorded revenue from the sale of its
product. These factors indicate that the company is no longer in the development
stage, and accordingly, has now been presented as an operating company.


Note D - Going Concern
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company reported net losses
of approximately $2,018,000 for the period from date of inception (April 21,
1998) through September 30, 2001. As a result there is a stockholders' deficit
of approximately $986,000 as of September 30, 2001.

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


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

Specifically, the Company is currently negotiating arrangements with various
third parties, which if successful, would result in additional equity financing
of approximately $10,000,000.


                                      F - 10

Forward Looking Statements

        All statements, other than statements of historical fact, which address
activities, actions, goals, prospectus, or new developments that Island Critical
Care Corp. expects or anticipates will or may occur in the future, including
such things as expansion and growth of its operations and other such matters are
forward-looking statements. Any one or a combination of factors could materially
affect Island Critical Care Corp.'s operations and financial condition. These
factors include competitive pressures, success or failure of marketing programs,
changes in pricing and availability of products and conditions in the capital
markets. Forward-looking statements made by Island Critical Care Corp. are based
on knowledge of its business and the environment in which it operates as of the
date of this report. Because of factors listed below, as well as other factors
beyond its control, actual results may differ from those in the forward-looking
statements.

Plan of Operations

        At the present time Island Critical Care Corp. has developed its first
product, the VitalSAT Pulse Oximeter. We have commenced the sale of this product
and have operated at a loss since our inception.

        Our first product is a state-of-the-art stand-alone pulse oximeter,
which uses Masimo Corporation's Signal Extraction Technology. We have undergone
and continue to undergo a testing and certification process on the unit, which
will allow the unit to be sold in our target markets. To date, the product has
been certified or approved under the standards of Health Canada's Therapeutic
Product Programme, Canadian Standards Association (CSA), and Underwriters
Laboratories (UL). We have applied to have pre-market approval under the Food,
Drug and Cosmetics Act (FDA) in the United States and expect to have this
completed in late November 2001. We have completed all audits necessary for the
allocation of the Certifications Europe (CE) mark and are awaiting the issuance
of this certification, which is expected in late November 2001.  There is no
certainty that we will be successful in obtaining the required certifications.
If we are not able to obtain these certifications, the market for our product
will be limited.

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


                                       11


Our operations over the next twelve months include the following:

        -   Obtaining approval under the Food, Drug and Cosmetics Administration
            (FDA 510K) and Certifications Europe (CE),
        -   Continuing the expansion our distribution channel for the sale of
            the product and future products,
        -   Refining the production facility in Prince Edward Island, and;
        -   Hiring of staff to produce the product.

        The company is currently focusing its efforts in the expansion of it
distribution network. We have signed twelve (12) distributors, giving our
product representation in twenty-eight (28) countries around the world. We are
currently in different levels of discussion with fifty-six (56) companies for
representation of our product in their geographical area. Product sales to
September 30, 2001 represent the initial purchase requirements of each
distributor on the signing of their contracts.

Results of operations: Second quarter and first six months of fiscal 2001
compared to the second quarter and first six months of fiscal 2000

        The comprehensive loss for the six-month period ended September 30, 2001
amounted to $388,185 or $0.02 per share on a basic and diluted basis, as
compared to $0.03 per share on a basic and diluted basis for the six-month
period ended September 30, 2000.

        For the six-month period ended September 30, 2000, the Company was
engaged in the development of the pulse oximeter, undergoing a certification
process for commercial sale of the product, and began developing a distribution
network for the sale of its product.

        In addition, the Company was actively involved with the registration of
its securities in a SB-2 filing with the Securities and Exchange Commission,
which resulted in the Commission deeming the Company "effective" on January 18,
2001.

        The Company expended $192,011 on research and development of its pulse
oximeter for the six-month period ended September 30, 2000. These costs include
sub-contract engineering, prototype related costs and certification and
electrical standards testing of the pulse oximeter. As a result of completing
the development and most of the certifications in the prior quarters, these
costs are significantly reduced in the six-month period ended September 30, 2001
($8,457).

        Sales and Marketing costs, disclosed in the financial statements under
the heading of Advertising and Promotion and Travel, trade shows and conferences
relate to the costs of attendance at tradeshows, meetings with potential
distributors and the design for both six-month periods ending September 30, 2001
and 2000.

        The major components of General and Administrative expenses include
Investor Relations, Legal and Accounting, Relocation Expenses and Salaries and
Benefits. Investor Relations includes a monthly contract with Finlay
International who provides all investor relations services on behalf of the
Company at a monthly cost of $2000 plus related expenses, share transfer agent
costs and ongoing filing costs with the Securities and Exchange Commission.
Legal and Accounting costs are principally comprised of costs associated with
the Company's accountants for the audit and quarterly reviews of the Company's
financial statements for filing with the Securities and Exchange Commission and
legal fees for the ongoing registration of the Company's trademarks and general
corporate matters.


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PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

     There are no legal proceeding to report.

Item 2.    Changes in Securities and use of Proceeds

     Not Applicable.

Item 3.    Defaults upon Senior Securities

     Not Applicable.

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

     Not Applicable

Item 5.    Other Information

     Not Applicable

Item 6.    Exhibits and Reports on Form 8-K

     (a) Exhibits.   None.
     (b) Reports on Form 8-K.  None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.

Island Critical Care Corp.

Date:   November 14, 2001             /s/ Wayne Weber

                                      Wayne Weber
                                      Vice President of Finance and
                                      Chief Financial Officer
                                      (As principle accounting and financial
                                      officer and on behalf of the Registrant)

Date:   November 14, 2001             /s/ Sean Flanigan

                                      Sean Flanigan
                                      Vice-President and Chief Operating Officer
                                      (As principle executive officer
                                      and on behalf of the Registrant)


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