UNITED STATES
                       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 December 30, 2002
                                                 -----------------

                                       OR

[ ]      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 0 - 24012


                           ISLAND CRITICAL CARE CORP.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                      65-0967706
  ---------------------------------                     ------------------
  (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                     Identification No.)


            31 Walmer Rd., Unit 6, Toronto, Ontario, M5R 2W7, Canada
            --------------------------------------------------------
               (Address of principal executive offices - Zip code)

                                (416) 928 - 3095
                                ----------------
              (Registrant's telephone number, including area code)



<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the
preceding 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        No   X
         -----     -----

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

     Yes   X    No
         -----     -----

     As of December 30, 2002, the Registrant had approximately 32,900,812
shares of Common Stock, $.001 par value per share outstanding.


                                      -2-
<PAGE>


                           ISLAND CRITICAL CARE CORP.
                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION ............................................... 4

ITEM 1.  FINANCIAL STATEMENTS

   Condensed Consolidated Balance Sheets as of December 31, 2002
   (unaudited) and March 31, 2002 ............................................ 5

   Condensed Consolidated Statements of Operations (unaudited) for the
   three months and nine months ended December 31, 2002 and 2001 ............. 6

   Condensed Consolidated Statements of Cash Flows (unaudited) for the
   nine months ended December 31, 2002 and 2001 .............................. 7

   Notes to Condensed Consolidated Financial Statements ...................... 8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
          PLAN OF OPERATION .................................................. 8

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
          ABOUT MARKET RISKS ................................................ 10

ITEM 4.  CONTROLS AND PROCEDURES ............................................ 10

PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS .................................................. 10

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS .......................... 10

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES .................................... 10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ................................... 10


                                      -3-


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

The Company's  fiscal year-end is March 31 and the Company filed a Form 10-K for
the fiscal year-end September 30, 2001.

As a result of the Bankruptcy Action, the Registrant was unable to file
quarterly reports for the year end March 31, 2002 and for the year end including
the quarters March 31, 2003 and March 31, 2004 with the Securities and Exchange
Commission on a timely basis as required under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company  emerged from CCAA on April 7, 2004.  The  Bankruptcy  Order,  among
other things, implements a change of control whereby a new investor.

The Company is filing this Form 10-Q for the quarter ended Dec 31, 2002 in order
to become current in its filing obligations under the Exchange Act. THE
FINANCIAL STATEMENTS IN THIS FILING ARE FOR THE PREDECESSOR COMPANY. READERS ARE
CAUTIONED THAT THE PREDECESSOR COMPANY IS NO LONGER IN OPERATION AND THE
INFORMATION PRESENTED IN THESE FINANCIAL STATEMENTS DOES NOT REFLECT THE CURRENT
BUSINESS OF THE COMPANY. SEE "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS" BELOW
FOR ADDITIONAL DETAILS.


                                      -4-
<PAGE>


Island Critical Care Corp
(Development Stage Company)
Balance Sheets

                                                          Mar-31        Dec-31
                                                            2002          2002
-------------------------------------------------------------------------------
Assets
Current
Cash                                                  $       -    $     1,867
Accounts receivable                                   $   24,091   $    16,089
Inventories                                               28,994        19,535
Prepaid expenses and other assets                         18,726         3,368
-------------------------------------------------------------------------------
   Total current assets                                   71,811        40,859
-------------------------------------------------------------------------------
Property, plant and equipment, at cost, net of
   accumulated depreciation and amortization             166,076       141,586
License Fee -net of accumulated ammortization             15,214        12,895
-------------------------------------------------------------------------------
   Total assets                                      $   253,101   $   195,340
-------------------------------------------------------------------------------


Liabilities and Stockholders' (Deficit) Equity
Current
Accounts payable                                     $ 2,035,101   $ 2,351,359
-------------------------------------------------------------------------------
   Total liabilities                                   2,035,101     2,351,359
-------------------------------------------------------------------------------

Stockholders' (Deficit) Equity
Common stock, $.001 par value, authorized
   50,000,000 shares, issued and outstanding
   23,625,812 and 32,900,812 shares                       24,526        32,356
Capital in excess of par value                         1,474,720     1,781,820
Accumulated deficit                                   (3,339,435)   (3,998,454)
Accumulated comprehensive income (loss)                   58,189        28,259
-------------------------------------------------------------------------------
   Total stockholders' deficit                        (1,782,000)   (2,156,019)
-------------------------------------------------------------------------------
   Total liabilities and stockholders' deficit      $    253,101   $   195,340
-------------------------------------------------------------------------------


                                      -5-
<PAGE>


Island Critical Care Corp
(Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
                                           Predecessor     Predecessor     Predecessor     Predecessor
                                               Company         Company         Company         Company
                                          Three months    Three months     Nine months     Nine months
                                                 ended           ended           ended           ended
                                                Dec 31          Dec 31          Dec 31          Dec 31
                                                  2001            2002            2001            2002
--------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>              <C>             <C>
REVENUE                                   $     56,224    $     21,923     $    88,341     $    50,652
   Cost of sales                                37,212          15,354          53,028          36,321
--------------------------------------------------------------------------------------------------------
Gross profit                                    19,012           6,569          35,313          14,331
--------------------------------------------------------------------------------------------------------

Administrative                                 437,100          87,981         633,289          29,195
Depreciation                                    12,283           9,616          20,768         627,253
--------------------------------------------------------------------------------------------------------
                                               449,383          97,597         654,057         656,448
--------------------------------------------------------------------------------------------------------

------------------------------------
Income (loss) from operations before
other income and expenses                     (430,371)        (91,028)       (618,744)       (642,117)
------------------------------------

Other Income and Expenses
Government Grants                               18,200             (39)         18,200          15,123
Interest income                                   --               101            --              --
Loss from valuation adjustment                    --              --              --              --
Interest expense                               (35,355)           --           (55,104)        (32,025)
--------------------------------------------------------------------------------------------------------
Income (loss) from operations                 (447,526)        (90,966)       (655,648)       (659,019)
--------------------------------------------------------------------------------------------------------

Other Comprehensive Income
Foreign currency translation adjustment        (13,885)         (6,674)          7,038         (29,930)
--------------------------------------------------------------------------------------------------------
Net Comphrehensive income                     (461,411)        (97,640)       (648,610)       (688,949)
========================================================================================================

Net income (loss) per share - basic       $       0.02    $       0.01    $       0.01    $       0.02
--------------------------------------------------------------------------------------------------------

Basic weighted average number of shares
   of common stock outstanding              18,251,761      32,355,812      18,251,761      32,355,812
--------------------------------------------------------------------------------------------------------
</TABLE>


                                      -6-
<PAGE>


Island Critical Care Corp
(Development Stage Company)
Statements of Cash Flows

                                                Predecessor          Predecessor
                                                    Company              Company
                                                 Nine month          Nine months
                                                      ended                ended
                                                     Dec-31               Dec-31
                                                       2002                 2001
--------------------------------------------------------------------------------
 Cash flows from operating activities
 Net (loss) income                                (659,019)            (655,648)
 Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
    Depreciation and amortization                   29,195               20,768
 Issuance of common stock for services             314,930              228,544
 Contribution to capital - expenses
 Changes in assets and liabilities:
    Changes in accounts receivable                   8,281               10,790
    Inventories                                      9,797              (29,077)
    Prepaid expenses and other current assets       15,577             (143,989)
     Accounts payable                              247,216              264,303
--------------------------------------------------------------------------------
 Net Change in Cash from Operations               (34,023)             (304,309)
--------------------------------------------------------------------------------

 Cash flows from investing activities
 Purchase of equipment                                --                (69,479)

 Cash Flows From Financing Activities
   Proceeds from increase of debt                   45,197              352,947

 Exchange Rate Adjustment                           (9,307)              (5,767)

 Net Change in Cash                                  1,867              (26,608)
 Cash at beginning of period                          --                 27,523
--------------------------------------------------------------------------------
 Cash at end of period                               1,867                  915
--------------------------------------------------------------------------------


                                      -7-
<PAGE>


ISLAND CRITICAL CARE CORP.
NOTES TO FINANCIAL STATEMENTS

1.   BUSINESS

Island Critical Care Corp. (the "Company") is a company that intends to look for
projects.

Prior to April 7, 2004, the Predecessor  Company,  known as Island Critical Care
Corp, was engaged  primarily in the  manufacture  and  distribution of a medical
device called a VitalSat Pulse Oximeter.

2.   REORGANIZATION

On February 5, 2003, Island Critical Care Corp. (the "Company" or the
"Registrant") filed a Petition for Relief under CCAA of the Canadian. Bankruptcy
Code in the Canadian Bankruptcy Court in and for the District of Prince Edward
Island, Division No. 01-Prince Edward Island Court No. 1713, Estate No.
51-104460, titled "Island Critical Care Corp." ("the Bankruptcy Action"). See
Form 8-K filed by the Company on February 7, 2003 for additional information.

On April 7, 2004, after notice to all creditors and a formal hearing, Canadian
Bankruptcy Judge Charles P. Thomson issued an "Order Approving Proposal" in the
Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that
Bankruptcy Order, the Company's liabilities, among other things, were paid off
and extinguished.

The Company  emerged from CCAA on April 7, 2004.  The  Bankruptcy  Order,  among
other  things,  implements a change of control  whereby a group of new investor,
took control of the Company.

The Bankruptcy Order, among other things, implements a change of control whereby
Marc Juliar ("Juliar"), took control of the Company. The principal provisions of
the Plan, which are authorized and implemented by the Bankruptcy  Order, are the
following, which is not an exhaustive list thereof:

a)   the termination of present management and the present Board of Directors
     and appointment of Mr. Marc Juliar in their place and stead;

b)   issuing 15,000,000 shares of the companies common stock to Mr. Juliar for
     $25,000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

All statements contained herein that are not historical facts, including, but
not limited to, statements regarding the Company's current business strategy,


                                      -8-
<PAGE>


the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance the Company's business plans on
terms satisfactory to the Company; competitive factors; changes in labor,
equipment and capital costs; changes in regulations affecting the Company's
business; future acquisitions or strategic partnerships; general business and
economic conditions; and factors described from time to time in the reports
filed by the Company with the Securities and Exchange Commission. The Company
cautions readers not to place undue reliance on any such forward-looking
statements, which statements are made pursuant to the Private Litigation Reform
Act of 1995 and, as a result, are pertinent only as of the date made.

PLAN OF OPERATION

The Company is no longer operating as Island Critical Care Corp., the
Predecessor Company, and has emerged from CCAA protection as a development stage
company with no assets and liabilities. Accordingly, the Company has prepared
this Plan of Operations to discuss its current plans. The past results of the
Predecessor Company are no longer relevant to the operations of the Company.

As a result of the Bankruptcy Order and the implementation of the Order
Approving the Proposal, we are currently headquartered in Toronto, Canada at the
address set forth above. We intend to look for opportunities in the oil and gas
business.

OFFICES

Administrative operations are conducted from the offices used by Mr. in Toronto,
Canada. We expect to operate for as long as possible from these offices to
minimize operating expenses. We do not currently pay rent for these offices and
do not anticipate paying rent any such offices in the near future. Our
operations do not currently require office or laboratory space to meet our
objectives, and therefore administration from these offices is sufficient. At
some point in the future, as may be necessary to implement and carry our plans
to engage in the oil and gas business, we may require additional office space
requiring rental expense, but we do not anticipate any such need during the next
six to nine months. We will however, incur common office operating expenses such
as telephone, office supplies, postage, etc.

RAISING CAPITAL

The Company currently lacks the capital resources to implement and carry out its
business plan as described herein. Operations to date have involved
identification of properties and leases we wish to investigate for oil and gas
potential. We believe we have sufficient capital resources funded through
current shareholders to perform initial investigations in this regard. At some
point in the future we expect to raise additional capital, either through debt,


                                      -9-
<PAGE>


equity or any  combination  thereof.  In the event  that  additional  capital is
raised  at some  time  in the  future,  existing  shareholders  will  experience
dilution of their interest in the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

None.

ITEM 4. CONTROLS AND PROCEDURES:


Mr. Marc Juliar, the Company's current President, CEO and CFO has concluded,
based on his evaluation as of a date within 90 days prior to the filing of this
report, that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
filed or submitted by it under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported as specified in the Securities
and Exchange Commission's rules and forms, and include controls and procedures
designed to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company's management, as
appropriate, to allow timely decisions regarding required disclosure.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Item 1 of Part I hereof titled "Financial  Information" and Item 2 of Part 1
hereof titled "Management's  Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Pursuant to the Bankruptcy Order, the Company completed issued 15,000,000 shares
to March Juliar on April 7, 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

See Item 1 of Part I hereof titled "Financial  Information" and Item 2 of Part 1
hereof titled "Management's  Discussion and Analysis or Plan of Operation" for a
detailed discussion of the Company's Bankruptcy Action.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


                                      -10-
<PAGE>


EXHIBITS

     31.1 - Certification of President Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

     31.2 - Certification of Chief Financial Officer to Section 302 of the
            Sarbanes-Oxley Act of 2002

     32.1 - Certification of President and Chief Financial Officer Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

REPORTS ON FORM 8-K

None

                                   SIGNATURES
                                   ----------

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


                                       ISLAND CRITICAL CARE CORP.
                                       (Registrant)


Dated: August 10, 2004    By: /s/  Marc Juliar
                              --------------------------------
                              Marc Juliar
                              President, CFO and Sole Director



                                      -11-