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

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Island Critical Care Corporation
(NAME OF SMALL BUSINESS ISSUER IN OUR CHARTER)

Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

3699 65-0967706
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

85 Watts Drive, Charlottetown, Prince Edward Island
(613) 823-4880
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

J. Paul Hines
205 Worth Avenue, Suite 201
Palm Beach, Florida 33480
(954) 418-4912
(NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE (1)

Total Registration Fee $ 2,598.00

(1) Estimated solely for the purpose of calculating the registration fee.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 30, 2000

ISLAND CRITICAL CARE CORPORATION

7,795,049 shares of Common Stock

The registration statement, of which this prospectus is a part relates to the
offer and sale of 7,795,049 shares of our common stock by the holders of these
securities, referred to as selling security holders throughout this document.

Our common stock is not listed on any national securities exchange or the NASDAQ
stock market.

The selling security holders may offer their shares at any price. We will pay
all expenses of registering the securities.

These securities involve a high degree of risk and should be considered only be
persons who can afford the loss of their entire investment. See "Risk Factors"
beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.

The date of this preliminary prospectus is May 30, 2000

TABLE OF CONTENTS

Part I - Prospectus Information

1. Front Cover Page of Prospectus . . . . . . . . . . . . . . . . 1
2. Inside Front and Outside Back Cover Pages of Prospectus. . . . 2
3. Summary Information. . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 9
5. Determination of Offering Price. . . . . . . . . . . . . . . . 10
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7. Selling Security Holders . . . . . . . . . . . . . . . . . . . 10
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 13
9. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 14
10. Directors, Executive Officers, Promoters, and Control Persons. 14
11. Security Ownership of Certain Beneficial Owners and Management 16
12. Description of Securities. . . . . . . . . . . . . . . . . . . 17
13. Interest of Experts and Counsel. . . . . . . . . . . . . . . . 18
14. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . . . 18
15. Organization Within Last Five Years. . . . . . . . . . . . . . 19
16. Description of Business. . . . . . . . . . . . . . . . . . . . 19
17. Plan of Operation. . . . . . . . . . . . . . . . . . . . . . . 35
18. Description of Property. . . . . . . . . . . . . . . . . . . . 37
19. Certain Relationships and Related Transactions . . . . . . . . 38
20. Market for Common Equity and Related Stockholder Matters . . . 38
21. Executive Compensation . . . . . . . . . . . . . . . . . . . . 39
22. Financial Statements . . . . . . . . . . . . . . . . . . . . . 41
23. Changes and Disagreements With Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . 50

Part II - Information Not Required in Prospectus

24. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 51
25. Other Expenses of Issuance and Distribution. . . . . . . . . . 51
26. Recent Sales of Unregistered Securities. . . . . . . . . . . . 52
27. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
28. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . 54

ITEM 3. SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

This prospectus contains statements about our future business operations that
involve risks and uncertainties. Our actual results could differ significantly
from our anticipated future operations, as a result of many factors, including
those identified in the "Risk Factors" beginning on page 6. Because this is a
summary and the information is selective, it does not contain all information
that may be important to you. You should carefully read all information in the
prospectus, including the financial statements and their explanatory notes,
prior to making an investment decision.

Our Company.
We were incorporated in Delaware on December 15, 1999. On December 22, 1999, we
merged with Island Critical Care Corp., an inactive Florida corporation.
Island Critical Care, Florida, was originally incorporated on March 15, 1996
under the name 9974 Holding, Inc., but changed its name from 9974 Holding Co.,
to Ontario Midwestern Railway Company, Inc., and then to Midwestern Railway
Company, prior to their merger with us. In the merger transaction, we exchanged
our shares with Island Critical Care Florida in a 1 for 1 exchange of common
stock. Following that transaction, we emerged as the surviving entity. On
January 13, 2000, we merged with Island Critical Care Corporation, an Ontario
corporation. In this transaction, we exchanged our shares with the Ontario
incorporated Island Critical Care Corporation in a 1 for 1 exchange of common
stock. We emerged as the surviving entity. We acquired the Ontario
incorporated Island Critical Care Corporation, because we wanted to purchase its
licensed technology, cash, financial incentive agreements and research and
development of its pulse oximeter prototype.

Through our acquisition of the Ontario incorporated Island Critical Care
Corporation we acquired the right to use Masimo Corporation's Signal Extraction
Technology in medical devices that we plan to develop. This technology
integrates a computer processing board, computer software program, cables, and
other equipment into medical monitoring devices and is designed to measure the
level of oxygen saturation in the blood of human patients.

We seek to become a developer, assembly plant, and worldwide distributor of
medical monitoring devices that use Masimo's Signal Extraction Technology. Our
principal executive offices are currently located at 85 Watts Avenue,
Charlottown, Prince Edward Island, Canada. Our telephone number is (902)
569-4447. We are only authorized to issue common stock. Our total authorized
common stock consists of 50,000,000 shares, of which 18,101,000 shares are
issued and outstanding.

Our Business.
We currently have no operations, revenues, or profits. The initial medical
monitoring device we have developed and we will attempt to market is the ATO2M
2000 stand-alone pulse oximeter using Masimo's Signal Extraction Technology.
Our prototype pulse oximeter is now complete. Our plans include leasing a
building to be constructed in the Town of Stratford, Prince Edward Island.
Prince Edward Island is one of the ten Provinces which comprise the
Confederation of Canada. It is located in the Atlantic Ocean approximately 13
miles northwest of Nova Scotia. Until construction of the to be leased building
is complete, and we have entered into an agreement for the use of those
premises, we have been given access to office and manufacturing premises owned
by the government of the Province of Prince Edward Island on a rent free basis.
These temporary offices are located in the West Royalty Industrial Park in
Charlottetown, Prince Edward Island, includes approximately 2800 square feet of
office space, storage space, assembly space and a foyer. We expect that the
assembly plant will be available for our use by approximately July 2000, at
which time we will begin assembling and distributing our ATO2M 2000 Pulse
Oximeter. There are no assurances that any of these plans will occur.

We have developed no assembly, marketing, or distribution plans for our proposed
ATO2M 2000 stand-alone pulse oximeter. We cannot assure that we will ever
develop any of these proposed products or any other products.

The Offering.
As of June 1, 2000, we had 18,101,000 shares of our common stock outstanding.
This offering is comprised of securities offered by selling security holders
only. We will not receive any proceeds from the sale of the securities.

FINANCIAL SUMMARY INFORMATION.

Because this is only a financial summary, it does not contain all the financial
information that may be important to you. You should also read carefully all
the information in this prospectus, including the financial statements and their
explanatory notes.

Statement of Operations Period from
Inception to December 31, 1999
- ------------------------------ --------------------------------

Net Sales $ 0
Cost of Sales $ 0
Gross profit $ 0
Operating expenses $ 138,659
Income (loss) from operations $ (138, 659)
Other expense, net $ 0
Net income (loss) $ (138,659)
Net income per common share $ (.01)

Balance Sheet Period from
Inception to December 31, 1999
- ----------------------------------------- -------------------------------

Total current assets $ 701,544
Other assets $ 182,681
Total Assets $ 884,225
Current liabilities $ 155,107
Due to stockholder/officer $ 0
Due to related party $ 0
Total liabilities $ 155,107
Stockholders equity (deficiency) $ 729,118
Total liabilities and stockholder equity $ 884,225

RISK FACTORS

An investment in the shares of common stock offered in this prospectus involves
a high degree of risk. We cannot assure that we will ever generate revenues,
develop operations, or make a profit.

Masimo Has Already Granted Licenses of Its Signal Extraction Technology to Other
Companies Masimo's has always maintained a business strategy of commercializing
its Signal Extraction Technology by granting licenses of this technology to
medical device manufacturers or distributors For instance, Masimo has granted
these licenses to established medical monitoring device companies that have
substantially greater assets and financial resources than us:
- Zoll, a company based in France
- Protocal, a company based in the United States
- Drager, a company based in Germany
- GE-Marquette, a company based in the United States
- Data Scope, a company based in the United States
- NEC, a company based in Japan
- GS-Electromedizinische Gerate, a company based in Switzerland

Although none of these companies have added Masimo Signal Extraction Technology
to a stand-alone portable pulse oximeter like our developed prototype ATOm2000
pulse oximeter, these companies have added this technology to their existing
products. In doing so, Masimo has made the Signal Extraction Technology readily
available to hospitals, clinicians, and physicians and to other venues servicing
medical patients. Over thirty companies in the United States, Europe, and Japan
have licensing agreements with Masimo. Several of these companies already have

long-standing relationships with Masimo and have developed products using
Masimo's Signal Extraction Technology. Moreover, under the terms of our
agreement with Masimo, Masimo may grant these licenses to an unlimited number of
companies.

In contrast, we are in the initial stages of our agreement with Masimo, we have
no distribution agreements, and the development of our Pulse Oximeter is
incomplete. Accordingly, we must successfully implement our development,
marketing, and distribution plans to become competitive.

Our Business is Overly Dependent Upon Masimo
Our continued existence is dependent upon Masimo. Because a crucial component of
our to be developed pulse oximeter is Masimo's Signal Extraction Technology, the
development and promotion of our product is dependent upon Masimo's continued
participation. Should a change in our control occur, our agreement with Masimo
might be negatively affected, including possible breach of contract claims
against us. Should Masimo breach its agreement with us and stop supplying us
with their Signal Extraction Technology computer boards, we will be unable to
assemble any further products. Should Masimo become insolvent and incapable of
producing computer boards used in our pulse oximeter, our business will cease to
exist.

We are Subject to Intense Competition
The medical device industry is subject to rapidly evolving technology and
increased competition. Nellcor Puritan Bennett of Orlando, Florida occupies
about 80%of the pulse oximeter market and is a dominant player in the pulse
oximeter market. Ivy Biomedical is one of three manufacturers that have
incorporated Masimo's Signal Extraction Technology in the manufacture of a
stand-alone pulse oximeter. These companies may have the following competitive
advantages regarding their pulse oximeters and other medical monitoring devices:
- More established distribution networks
- More product features
- More competitively priced products
- Better quality and performance
- More financial and technological resources to devote to research and
development
- Technological and marketing advantages.

In addition, Masimo is currently developing its own stand-alone pulse oximeter,
known as the "Radical."

If we are not able to overcome these competitive advantages, we will generate
few sales of our pulse oximeters.

We Have No Distribution Agreements
We now have no distribution agreements for our initial product or any other
future products. We may encounter difficulties in securing distribution

agreements. Although we have generally developed our methods of distribution,
we have not developed a specific plan to implement them. In contrast, our
competitors, such as Nellcor, have a substantial distribution network. If we
fail to adequately develop a distribution network, we will not generate
sufficient sales to become profitable.

If We Do Not Use a System of Quality Assurance in Our Assembly Process, Our
Pulse Oximeters Will Not Perform to Industry Expectations
If each step in our assembly process is not compliant with acceptable standards
of quality assurance, the performance of our ATOm2000 Pulse Oximeter will be
compromised. Because Masimo's Signal Extraction Technology will be a crucial
component of our ATOm2000 Pulse Oximeter, if we do not use quality assurance in
integrating that technology to our remaining components, our entire unit will
not function properly. Currently, we do not have a specific quality assurance
plan to be implemented in our assembly process. If we fail to develop or
implement a quality assurance plan to our assembly process, our pulse oximeters
will not perform properly; moreover our reputation for providing quality
products will diminish or never be developed.

Our Completed Pulse Oximeter Prototype May Not Perform to Industry Expectations
We have not determined whether the completed prototype product will perform to
industry standards. If our completed product does not perform to industry
expectations, it will not be accepted into the marketplace as a reliable patient
monitoring device. If our completed product does not exceed the performance of
conventional pulse oximeters, our product will become obsolete. In addition,
should the industry standard increase to a level which our to be developed
stand-alone pulse oximeter does not perform, our product will become obsolete.

The Increase in the Use of Managed Care Organizations May Exert Influence Over
the Medical Device Market
The North American population is increasingly dependent upon managed care
organizations. If managed care organizations continue to grow and/or
consolidate, these organizations may seek cost-saving measures. This
development would have a negative impact upon the sales of our pulse oximeters.

The Licensing Agreement Between Masimo and Us Requires Us to Use Masimo's
Product Designation on the Front of Our Pulse Oximeters
Our purchasing and licensing agreement with Masimo requires us to affix the
Masimo label to our products. Our distributors may want to affix our company
name on our pulse oximeter; however, they will not be required to do so, in
which case the distributor's name will appear, while our name will not appear.
In other cases, distributors may choose Masimo's name to appear on our products,
to the exclusion of our company name. If distributors choose not to use our
name, it limits our ability to develop recognition of our company name and
reputation.

We Are Limited In Our Ability to Enter Into Agreements or Arrangements with

Other Technology Companies
Our purchasing and licensing agreement with Masimo requires that our products
exclusively use Masimo's Signal Extraction Technology. In addition, the
agreement requires that in year three of the agreement and thereafter, our
products using this technology will make up at least 80% of our annual product
shipments that provide arterial oxygen saturation measurements. Because of
these limiting provisions, if other companies produce superior technologies to
Masimo, we will be unable to use these technologies in our products.

After We Develop, Manufacture and Distribute Our Pulse Oximeter Our business
will be Dependent Upon New Product Development.
As we become more established in the assembly of our Pulse Oximeters, we will be
under increased market pressure to develop and/or acquire new products or
develop technological enhancements to our existing products. If we devote too
many financial resources to the development, assembly, and promotion of our
pulse oximeters, at the expense of research and development of new medical
testing devices, our business may be overly concentrated in one product. Other
companies that are partners with Masimo have begun development of other medical
monitoring devices, other than the pulse oximeter, using the Signal Extraction
Technology. These companies will have technological advantages over us in
developing new products.

Our Use of Masimo's Signal Extraction Technology May Subject Us to Possible
Patent Infringement Claims
Masimo has sued Nelcor for infringement of its Signal Extraction Technology
patent and Nelcor has counterclaimed against Masimo and Ivy Biomedical for
infringement of patents held by Nelcor. If Masimo is found to have infringed on
Nelcor's patent, Masimo may no longer be able to sell their Signal Extraction
Technology computer boards. Should that event occur, we will be unable to
assemble our products.

Our Line of Credit Facility with Enterprise P.E.I. Imposes Certain Limiting
Conditions
Our line of credit from Enterprise, P.E.I., a Prince Edward Island government
agency, requires the agency's written consent if we wish to make certain
expenditures. For instance, if we wish to make any loans or advances to
shareholders or affiliated companies or grant corporate loan guarantees, we must
obtain the agency's written consent. Enterprise PEI also requires its written
consent if we wish to make dividend payments to our shareholders or bonuses to
our directors. These conditions limit our ability to structure our corporate
finances and affairs in a manner that may be advantageous to our corporate
affairs and development.

ITEM 4. USE OF PROCEEDS

We will not receive any proceeds from the sale of securities by the holders of
the securities.

ITEM 5. DETERMINATION OF OFFERING PRICE

We will not make this determination. The holders of the securities will be able
to determine the price at which they sell their securities.

ITEM 6. DILUTION

Since we are not offering or registering shares at a specific price, we are
unable to calculate dilution.

ITEM 7. SELLING SECURITY HOLDERS

The securities are being sold by the selling security holders named below. The
table assumes that all of the securities will be sold in this offering.
However, any or all of the securities listed below may be retained by any of the
selling security holders, and therefore, no accurate forecast can be made as to
the number of securities that will be held by the selling security holders upon
termination of this offering. We believe that the selling security holders
listed in the table have sole voting and investment powers with respect to the
securities indicated. We will not receive any proceeds from the sale of the
securities.

Name Relationship Amount Amount Percentage
With Issuer Beneficially Beneficially Owned
Owned Prior to Owned After
Offering After Offering Offering is
Complete

3006760 Ontario Inc. 20,000 0
503124 Ontario Ltd. 108,715 0
Bob Anderson 834 0
Atlantis Capital 16,687 0
Corp.
Nick Auciello 6,667 0
James Aw 20,000 0
Pamela K. Beer 500 0
Marlon Brand 4,000 0
Ronald B. Brown 834 0
C&T Co, Inc. 80,000 0
Frank Cango 667 0
Steve Chafetz 6,667 0
Bob Chaudhuri 5,000 0
Ken Coe 667 0
Marc Comjean 23,334 0

Courtice Investments 150,000 0
Inc.
D. Bond Investments 6,667 0
David Cravit 10,000 0
Amy G. Crosby 150,000 0
Michael Curtis 41,285 0
Kathy Deamics 867 0
Deborah Dublack 12,000 0
Elgin Investments Investor 1,600,000 0 0
Don Fenn 20,000 0
Finlay Consulting Investment 1,000,000 0 0
Inc. Relations Sub-
Contractor
David Fletcher 20,000 0
Tony Flynn 20,000 0
David Frattaroli 10,000 0
Louis Gallo 7,048 0
Jay Gemma 16,667 0
Matthew Glac 3,000 0
Alan Grant 60,000 0
Brenda Hamilton 25,000 0
Lucy Harris 6,667 0
El-Ann Hines 334 0
L.J. Hines 334 0
Lauren Hines 834 0
Mark Hines 334 0
Nadine Hines 834 0
Collin Hong 10,000 0
Alex Johnston 10,000 0
Nicolia Kartsonas 1,000 0
Alex Kennedy 20,000 0
William Kennedy 6,826 0
M.G. Kennedy 10,000 0
Tan Hi Kim 3,816 0
W.E. King 834 0
Martin Laelante 10,000 0
Annie Lee 2,151 0
Ben Leung 1,334 0
Peter Lockey 667 0

Liane Lueck 667 0
Norma Marrone 16,667 0
Michael Martin 839 0
Nora Marjorie 342 0
Martin
Teresa Melo 1,667 0
Jesse Moore 334 0
Stewart Murray 2,000 0
Diane Nemis 50,000 0
Mary Ann Neshevica 20,000 0
Don Paradiso 25,000 0
Joseph Perrault 6,667 0
John Pignatelli 4,000 0
Lynn Pignatelli 40,000 0
Paul Pignatelli 36,000 0
Karen Pohl 6,667 0
Ruth Reisman 6,667 0
Gavin Riches 793,098 0
Romz International 200,000 0
Co.
Lissette Rozon 834 0
Irnre Sarvari 10,000 0
Jules Sarvari 2,000 0
Guy Schierau 20,000 0
Ship Island Investor 2,719,811 0 0
Investments
Nikolic Slobodan 80,000 0
Terrence Edwin 475 0
Staples
Peter Stein 60,000 0
Swift Enterprises 72,000 0
Inc.
Harry Tan 5,239 0
The Imerax Group 25,667 0
Frank Ursoleo 667 0
George C. Valeri 5,000 0
Delia Bowman 382 0
Wach

Dr. Ed White 1,000 0
Fern White 334 0
David B. Williams 7,000 0
Lily Lau Chui Ying 954 0
Silvano Zacchigna 30,000 0
Jerry Zadyko 2,000 0
Dimitri Zolotoreu 8,000 0
Total 7,795,049 0

ITEM 8. PLAN OF DISTRIBUTION

The securities offered by this prospectus may be sold by the selling security
holders or by those to whom such shares are transfered. We are not aware of any
underwriting arrangements that have been entered into by the selling security
holders. The distribution of the securities by the selling security holders may
be effected in one or more transactions that may take place in the
over-the-counter market, including broker's transactions, privately negotiated
transactions or through sales to one or more dealers acting as principals in the
resale of these securities.

Any of the selling security holders, acting alone or in concert with one
another, may be considered statutory underwriters under the Securities Act of
1933, if they are directly or indirectly conducting an illegal distribution of
the securities on behalf of our corporation. For instance, an illegal
distribution may occur if any of the selling security holders were to provide us
with cash proceeds from their sales of the securities. If any of the selling
shareholders are determined to be underwriters, they may be liable for
securities violations in connection with any material misrepresentations or
omissions made in this prospectus.

In addition, the selling security holders and any brokers and dealers through
whom sales of the securities are made may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and the commissions or discounts and
other compensation paid to such persons may be regarded as underwriters'
compensation.

The selling security holders may pledge all or a portion of the securities owned
as collateral for margin accounts or in loan transactions, and the securities
may be resold pursuant to the terms of such pledges, accounts or loan
transactions. Upon default by such selling security holders, the pledgee in such
loan transaction would have the same rights of sale as the selling security
holders under this prospectus. The selling security holders also may enter into
exchange traded listed option transactions which require the delivery of the
securities listed under this prospectus. The selling security holders may also
transfer securities owned in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or other

transfer without consideration, and upon any such transfer the transferee would
have the same rights of sale as such selling security holders under this
prospectus.

In addition to, and without limiting, the foregoing, each of the selling
security holders and any other person participating in a distribution will be
affected by the applicable provisions of the Securities Exchange Act of 1934,
including, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the securities by the selling security holders or
any such other person.

There can be no assurances that the selling security holders will sell any or
all of the securities. In order to comply with state securities laws, if
applicable, the securities will be sold in jurisdictions only through registered
or licensed brokers or dealers. In various states, the securities may not be
sold unless these securities have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with. Under applicable rules and regulations of the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of the securities
may not simultaneously engage in market-making activities in these securities
for a period of one or five business days prior to the commencement of such
distribution.

All of the foregoing may affect the marketability of the securities. Pursuant to
the various agreements we have with the selling security holders, we will pay
all the fees and expenses incident to the registration of the securities, other
than the selling security holders' pro rata share of underwriting discounts and
commissions, if any, which is to be paid by the selling security holders.

ITEM 9. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings, in which we are
involved.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Directors and Executive Officers.
Our Bylaws provide that we may have the minimum number of directors allowable by
law. Delaware Corporate Law provides that a corporation must have at least 1
director. Vacancies are filled by a majority vote of the remaining directors
then in office. Our directors and executive officers are as follows:

Name Age Position
- -------------- --- --------------------

Kenneth Legere 53 President & Director
Sean Flanigan 34 Secretary & Director
Wayne Weber 41 Treasurer & Director

Each director will serve until our next annual shareholder meeting to be held at
an undetermined date or until a successor is elected who accepts the position.
Directors are elected for one-year terms. Our officers will be elected by the
Board of Directors at their first meeting following the annual shareholder
meeting each year.

Kenneth R. Legere, our president, chief executive officers and director, served
seventeen years in the Canadian Armed Forces as a Medic, pharmacist, x-ray
technical, and laboratory technologist from 1969 to 1988. From 1981 to 1983,
Mr. Legere completed biomedical engineering training at the NATO learning
institution, the U.S. Army Medical Equipment and Optical School, and Fitzsimmon
Army Medical Center. From 1988 to 1998, Mr. Legere, acted as the sole Canadian
distributor of Schiller AG's life sciences equipment. Schiller AG is
Switzerland company.

Sean Flanigan, our vice president, chief operating officer and director is an
attorney licensed to practice law in the Province of Ontario. He graduated from
Carleton University (Ottawa) with a Bachelor of Arts degree in June of 1987.
After graduation he studied economics at Carleton University and enrolled in the
University of Ottawa Law School from which he graduated in 1991. He was
admitted to the bar of Ontario in February of 1993 and practiced law as a
partner of the firm Tavel & Flanigan from September 1993 through December of
1999. Mr. Flanigan was the incorporator of the Ontario Corporation that we
acquired in January of 2000 and he joined our board and executive as of the date
of the merger.

Raymond Chabot Grant Thorton has employed Wayne Weber, our vice president, chief
financial officer and director as follows:

- January 1985 to December 1986 as a Staff CA
- January 1986 to December 1987 as a supervisor
- January 1987 to December 1990 as a manager
- January 1990 to December 1997 as a senior manager
- January 1998 to April 2000 as a partner.

Significant Employees.
Other than those persons mentioned above, we have no significant employees.

Family Relationships.
There are no family relationships among our officers, directors, or persons
nominated for such positions.

Legal Proceedings.
No officer, director, or persons nominated for such positions and no promoter or
significant employee of our Company has been involved in legal proceedings that
would be material to an evaluation of our management.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of January 18, 2000, of our
common stock (a) by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, and (b) by each of our directors, by
all executive officers and our directors as a group. To the best of our
knowledge, all persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners.

Title of Class Name and Address # of Shares Nature of Ownership Current % Owned
- -------------- ------------------------- ----------- ------------------- ----------------

Common Finlay
International Inc. 1,000,000 Direct 5.5%
Common Elgin
Investments 1,600,000 Direct 8.83%

Security Ownership of Officers and Directors.

Title of Class Name and Address # of Shares Nature of Ownership Current % Owned
- -------------- ---------------- ----------- ------------------- ---------------

Common Kenneth Legere 6,168,164 None 34.08%
Common Sean Flanigan 1,500,000 Indirect 8.29%
Common Sean Flanigan 1000 Direct
Common Wayne Weber 2,200,000 Indirect 12.15%
- -------------- ---------------- ----------- ------------------- ---------------
Total 9,869,164 54.52%

Changes in Control.

There are currently no arrangements, which would result in a change in our
control.

ITEM 12. DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its entirety by the
provisions of our Articles of Incorporation and Bylaws, copies of which have
been filed as exhibits to the registration statement of which this prospectus is
a part.

COMMON STOCK.
General.
We are authorized to issue 50,000,000 shares of common stock with a par value of
$.001 per share. As of May 30, 2000, there were 18,101,000 common shares issued
and outstanding. All shares of common stock outstanding are validly issued,
fully paid and non-assessable.

Voting Rights.
Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the holders of common stock holding, in
the aggregate, more than fifty percent of the total voting rights can elect all
of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to such act
or action, except as otherwise provided by law.

Dividend Policy.
All shares of common stock are entitled to participate proportionally in
dividends if our Board of Directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business. Any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors. In
addition, our agreement with Prince Edward Island forbids our payment of
dividends while any loan amount is outstanding, unless we receive specific
written consent from the Prince Edward Island government. Therefore, there can
be no assurance that any dividends on the common stock will be paid in the
future.

Miscellaneous Rights and Provisions.
Holders of common stock have no preemptive or other subscription rights,
conversion rights, redemption or sinking fund provisions. In the event of our
dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to

holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

SHARES ELIGIBLE FOR FUTURE SALE.
The 7,795,049 shares of common stock sold in this offering will be freely
tradable without restrictions under the Securities Act of 1933, except for any
shares held by our "affiliates", which will be restricted by the resale
limitations of Rule 144 under the Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales
of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

As a result of the provisions of Rule 144, all of the restricted securities
could be available for sale in a public market, if developed, beginning 90 days
after the date of this prospectus. The availability for sale of substantial
amounts of common stock under Rule 144 could adversely affect prevailing market
prices for our securities.

ITEM 13. INTEREST OF EXPERTS AND COUNSEL

Our Financial Statements for the period from inception of our predecessor to
December 31, 1999, have been included in this prospectus in reliance upon of
Rotenberg & Co., independent Certified Public Accountants, as experts in
accounting and auditing.

ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons, we
have been advised that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by us of expenses incurred or paid by
our directors, officers or controlling persons in the successful defense of any
action, suit or proceedings, is asserted by such director, officer, or
controlling person in connection with any securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issues.

ITEM 15. ORGANIZATION WITHIN LAST FIVE YEARS

Prior to the merger, in December 1999, Island Critical Care Corp., the Ontario
Corporation, sold a total of 2,988,098 shares of common stock to several
investors, in connection with a Canadian private placement, for cash
consideration totaling $1,138,779 in United States dollars. The largest
investor in the Canadian private placement is one of our selling security
shareholders, Elgin Investments. Elgin Investments' received 1,600,000 shares
of Island Critical Care Corp., the Ontario Corporation, of the total 2,988,098
shares of common stock sold to the investors in the Canadian private placement.
Elgin Investments' total cash investment in the Canadian private placement was
$550,960 in United States dollars. In connection with that private offering,
Island Critical Care Corp., the Ontario Corporation, also issued 1,000,000
shares of its common stock to Finley Investments, for services valued at
$340,000. The investors in the Canadian private placement received warrants to
purchase an additional 747,025 shares of Island Critical Care, Ontario
Corporation's common stock. As of December 31, 1999, these warrants remained
outstanding. These warrants, if exercised, will result in the issuance of
747,025 shares of our common stock. The warrants may be exercised over a
two-year period. The warrants are exercisable in the first year at $1 Canadian
per share and at $1.50 Canadian per share in the second year.

In December 1999 and prior to the merger, 10,000 Delaware, Inc., a corporation
owned by our president, Kenneth Legere, provided Island Critical Care Corp.,
the Ontario Corporation , with $6,145 of legal and incorporation expenses to
affect the incorporation of the Island Critical Care Corp., the Ontario
corporation. 10,000 Delaware, Inc. received 6,164,398 shares of Island Critical
Care Corp., the Ontario corporation, as consideration for the payment of these
expenses.

ITEM 16. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT.
We were incorporated in Delaware on December 15, 1999 for the purpose of
developing, assembling, and distributing patient monitoring devices worldwide.
On December 22, 1999, we merged with Island Critical Care Corp., an inactive

Florida corporation. Island Critical Care, Florida, was originally incorporated
on March 15, 1996 under the name 9974 Holding, Inc., but changed its name from
9974 Holding Co., to Ontario Midwestern Railway Company, Inc., and then to
Midwestern Railway Company, prior to their merger with us. In the merger
transaction, we exchanged our shares with Island Critical Care Florida in a 1
for 1 exchange of common stock. Following that transaction, we emerged as the
surviving entity. On January 13, 2000, we merged with Island Critical Care
Corporation, an Ontario corporation. In this transaction, we exchanged our
shares with the Ontario incorporated Island Critical Care Corporation in a 1 for
1 exchange of common stock. We emerged as the surviving entity. We acquired
the Ontario incorporated Island Critical Care Corporation, because we wanted to
purchase its licensed technology, cash, financial incentive agreements and
research and development of its pulse oximeter prototype.

We have operated as a development stage company since our inception. We have
devoted all our efforts to financial planning, raising capital, research and
development, and development of our assembly plant. We have never been the
subject of any bankruptcy or receivership. We have had no operations to date.

In our merger with the Ontario incorporated Island Critical Care, we acquired
the right to incorporate Masimo's Signal Extraction Technology in medical
devices we plan to develop. We are in the process of developing a medical
device using this technology. We plan to complete our development of our ATO2M
2000 Pulse Oximeter by May 2000.

PRINCIPAL PRODUCTS AND SERVICES.
We currently do not have a product. We have not publicly announced our to be
developed ATO2M 2000 Pulse Oximeter. We are undergoing the completion of this
prototype product.

The planned operation and assembly of our product is:

We plan to obtain Masimo's computer board and sensors that will collect and
interpret oxygen saturation levels which will then be delivered to the user
through liquid crystal displays, light emitting diodes and alarms. The ATO2M
2000 pulse oximeter is a delivery device for patient information.

We will directly be involved in providing the following functions to our pulse
oximeter:
- Product Design
- Storage of patient data
- Organization of patient data
- Delivery of patient data
- Display of data in:
o Real time - Occurs at the moment of measurement
o Historical Trending - Constant patient monitoring that displays

blood oxygen saturation levels by plotting real time measurements
against a 48 hour period
o Alarm Results - Alarm sound if blood oxygen levels reaches a level
below normal level
o Historical Readings - providing a memory of real time readings
for a single patient for up to ten days of continuous monitoring.

Our pulse oximeter is a measurement device that is attached to a patient via a
cable and sensor applied to a finger, toe, or across the bridge of the nose or
an ear lobe. The device measures the oxygen saturation in the blood stream. The
oxygen is measured with an infrared signal, which the probe picks up and
transmits to the oximeter unit through the cable. A numerical read-out of blood
oxygen saturation and pulse rate is displayed for diagnostics purposes. Pulse
oximeters are used year round in operating rooms, intensive care units,
emergency room; ambulances, air transportation units, clinics, respiratory care
units, and home care programs. According to Masimo's website, the world market
for pulse oximetry in 1996, was $500 million and could increase to over one
billion dollars within five years.

We have a licensing agreement with Masimo Corporation, the manufacturer of a
Signal Extraction Technology board and pulse oximeter sensors, providing us with
the right to use their patented technology in a stand along pulse oximeter for
ten years. We will need to finish our completion of the oximeter prototype,
enter into a leasing agreement with the owner of the to be constructed assembly
plant and develop our marketing division.

Conventional pulse oximetry has been used for years in the patient monitoring
market. Conventional pulse oximeters are susceptible to inaccuracies in oxygen
saturation measurement as a result of interference from the movement of the
patient or electronic devices in close proximity to the patient. Conventional
pulse oximeters do not use Masimo Signal Extraction Technology or any similar
technology to reduce and/or eliminate artifact and as such continue to present
clinical inaccuracies due to sensitivity to motion artifact, light interference
and low perfusion. Masimo's Signal Extraction Technology is designed to reduce
and/or eliminate the interference and motion artifact. The results of various
clinical tests using Pulse Oximeters with Masimo's Signal Extraction Technology
have shown this technology to be effective in reducing the effects of noise
interference. Signal Extraction Technology, although potentially it may be
applied to wide range of medical devices.

On June 9, 1999, Masimo received clearance from the Food and Drug Administration
to extend the application for use of its Signal Extraction Technology to include
conditions of patient motion and patients with low oxygen levels on all patient
populations. Masimo was also cleared for accuracy specifications under these
conditions.

DISTRIBUTION.
We will employ three methods of distribution:
- Enter into distribution agreements with other medical device distributors

granting exclusive distribution rights to our products within
geographically defined areas.
- Enter into non-exclusive agreements that will require distributors to
assume additional cost for entering into non-exclusive arrangements with
us.
- Marketing our products through our website to end users, such as
hospitals, distributors, and HMOs.

We now have no agreements with any distributors. We have no website to market
our products. We have not developed a plan for development of a website.

We plan to visit several potential distributors during May and June 2000 to
negotiate possible distribution agreements.

NEW PRODUCTS OR SERVICES.
We currently have no new products or services announced to the public. Upon our
completion of our ATO2M 2000 pulse oximeter, we will publicly announce our
product. Although we generally plan to develop other medical monitoring devices
using Masimo's Signal Extraction Technology, we now have no specific proposed
products or plan to develop prototypes for these products.

COMPETITIVE BUSINESS CONDITIONS.
We face competition from 3 fronts:

Companies that Manufacture Traditional Pulse Oximeters Without Artifact
Reduction Component
Companies, such as Nelcor, manufacture conventional pulse oximeters used in the
market. Although these pulse oximeters are not equipped with the artifact
reduction technology such as Masimo's Signal Extraction Technology, they are
still used by the full spectrum of medical facilities.

Companies That Manufacture High End Monitoring Systems With Artifact Reduction
Component
Companies such as Atom of Japan and Schiller AG of Switzerland, manufacture high
end monitoring systems composed of large rack mounted system that use Masimo's
Signal Extraction Technology. These high-end units are used in operating rooms
and intensive care units.

Companies That Manufacture Stand Alone Pulse Oximeters With Artifact Reduction
Component
Our greatest competition will come from companies that manufacture or market a
stand-alone pulse oximeter using Masimo's Signal Extraction Technology, similar
to our own proposed product, as follows:
- Masimo has introduced its own stand-alone pulse oximeter using their
Signal Extraction Technology, the Radical.
- Ivy Biomedical and Quest Corporation manufacture pulse oximeters that use

Masimo Signal Extraction Technology.
- Nelcor, the market leader in pulse oximeters, has developed an artifact
reduction technology named Oxismart, which it has incorporated into its
own stand-alone pulse oximeters.

To compete effectively we plan to establish relationships with several companies
located in North America, Europe, Australia and Japan. We will attempt to
market our ATO2M 2000 pulse oximeter as a simple-to-use and cost efficient pulse
oximeter that can be used in multiple languages, worldwide. Our Director of
Marketing and Sales will select appropriate partners who have proven track
records of sales within their markets. Masimo has agreed to refer customers to
us once we have demonstrated that our product meets their standards for a
stand-alone pulse oximeter. There are no assurances that any of these plans
will occur or succeed.

SOURCES AND AVAILABILITY OF RAW MATERIALS.
As of the date of this prospectus, we have no raw materials or suppliers. We
now have no agreements with suppliers or manufacturers of our proposed parts.
We have purchased parts for our prototype ATO2M 2000 pulse oximeters from the
companies listed below. We may use these companies as our suppliers when we
begin our assembly of our ATO2M 2000 pulse oximeter; however, there is no
assurance that these companies will enter into supplier agreements with us. The
following is a description of the parts we have purchased from these companies:

Apollo Display Technologies, Inc. - Master Distributor

- A Liquid Crystal Display module with a graphic screen manufactured by
Optrex. It is used in the Pulse Oximeter to display all additional
patient information other than the SPO2 and the BPM. It is also used
to set the ATO2M 2000 pulse oximeter's operational defaults by the
different users.

- A part manufactured by NEC that generates the high voltage required by
the Liquid Crystal Display module's screen backlight to operate.

Arrow/Bell Components - Master Distributor

- An integrated circuit that is a memory chip, manufactured by Micron
Technology, with an internal structure of 1million bytes (8 bits). It
is qualified in the literature as 8 million bits. This chip is a FLASH
memory that is a type of memory that keeps its information even when
power is removed. This memory is used by the ATO2M 2000 pulse oximeter
to store the patient functions for a period of up to ten (10) days.

- A part is manufactured by Corcom and its function is to contain the
external power input connector (three pins), a power line filter which
blocks any noise from entering or exiting the ATO2M 2000 pulse
oximeter, a double fuse to protect the ATO2M 2000 pulse oximeter and
its user. This part is designed to meet all the required medical
specifications in North America and Europe.

- An integrated circuit that is a voltage regulator manufactured by
Linear Technology has a Low Dropout Output. Its function is to
generate a regulated and constant voltage from a higher one with up to
3 amperes of current. Its use, in the ATO2M 2000 pulse oximeter, is
for charging the internal battery.

California Micro Devices - Manufacturer

- An integrated circuit that lowers that the amount of energy that
escapes from the ATO2M 2000 pulse oximeter through the operation of
its front panel keypad. It also protects the ATO2M 2000 pulse oximeter
from any area noise that can be picked up by the front panel keypad.

Cantec Systems Ltd. - Manufacturer

- A Cyclone single cell 2 volts at 2.5 ampere/hour sealed lead acid
battery. We use five (5) of these in the ATO2M 2000 pulse oximeter to
make 10 volts 2.5 ampere/hour internal battery that can operate the
unit for up to 4 hours. The battery is a sealed type, to preserve it,
so it resists leaks in any position using lead acid technology -- the
same type of technology used in car batteries.

Coilcraft - Manufacturer

- A miniature coil used within the ATO2M 2000 pulse oximeter to smooth
sudden surges on the power line.

Component Distributors Inc. - Manufacturer's Representative

- A 3-digit Red numeric 7-segment numerical display with a Common
Cathode connection. This is used to display the amount of diffused
oxygen on the ATO2M 2000 pulse oximeter.

- A 3-digit Green numeric 7-segment Light Emitting Diode display with a
Common Cathode connection. This is used to display the heart rate on
the ATO2M 2000 pulse oximeter.

GGI International - Manufacturer

- This supplier provides the front panel keypad of the ATO2M 2000 pulse

oximeter and its related non-recurring charges. This keypad will be used by the
user to program the ATO2M 2000 pulse oximeter as well as operate it.

Maxim Integrated Products - Manufacturer

- This Integrated Circuit is used in the ATO2M 2000 pulse oximeter to
convert the internal communications signals into the RS-232C standard
for serial communications. It also protects the ATO2M 2000 pulse
oximeter and its serial interface from a static discharge of up to
15,000 volts.

- This Integrated Circuit is used in the ATO2M 2000 pulse oximeter to
generate the negative voltage required by the Liquid Crystal Display
module to control its display contrast.

- This Integrated Circuit is used in the ATO2M 2000 pulse oximeter to
drive the two 3-digits red and green displays on its front panel.

Pioneer Standard Canada - Master distributor

- A silicon diode used as a part of the Maxim Integrated Products to
generate the negative voltage required by the Liquid Crystal Display
module to control its display contrast.

- Surface mount NPN silicon transistors used to buffer low-level signals
within the ATO2M 2000 pulse oximeter.

- An integrated circuit that is an integrated 16-bit
microprocessor/microcontroller control-processing unit with hardware
integrated functions within it manufactured by Zilog. It runs all the
sections of the ATO2M 2000 pulse oximeter, interfaces to the user and
performs the keypad entered commands, handles communications with
external devices, displays all the information it measures from the
patient, keeps the real time clock, charges the battery, update the
memory, and many other functions that are required to operate the
ATO2M 2000 pulse oximeter.

- An integrated circuit that is manufactured by Analog Devices and it is
a dual 8-bit Digital to Analog Converters, which are used within the
ATO2M 2000 pulse oximeter in converting some digital information into
an analog signal.

- An integrated circuit that is manufactured by Fairchild Semiconductor
and its function is to scan the front panel keypad, detect which key
was pressed, convert that key into a code and send it to the
control-processing unit for action.

- An integrated circuit that is manufactured by Fairchild Semiconductor
and it is a standard logic chip that has six logic inverters.

- An integrated circuit that is manufactured by National Semiconductor
and its function is to measure the temperature in Centigrade within
the housing.

- A Metal Oxide Silicon Field Effect Transistor with a P channel that is
manufactured by Siliconex and used as a switch to turn on or off a
high voltage section of the ATO2M 2000 pulse oximeter during its
operations.

- A crystal that is cut in a special way such that it when it is
inserted into an electronic oscillator circuit, it makes the circuit
oscillate at 18.432 million Hertz or oscillations per second. This is
used as the main frequency for the operation of the control-processing
unit.

- A crystal that is cut in a special way such that when it is inserted
into an electronic oscillator circuit, it makes the circuit oscillate
at 32.768 thousand Hertz or oscillations per second. This used as the
main frequency for the operation of the Real Time Clock.

- An integrated circuit that is manufactured by National Semiconductor
and it has two operational amplifiers that are used to amplify some
analog signals with the ATO2M 2000 pulse oximeter.

- An integrated circuit is manufacturer by QT Electronics and it is an
optical coupler with an isolation capability of up to 4,000 volts. It
is used to communicate with the patients interface section while
keeping the patient isolated with a minimum of 4,000 volts as per the
international standards.

- A surge arrestor part that is manufactured by Siemens and will
activate if the voltage exceeds 4,500 volts protecting the ATO2M 2000
pulse oximeter, the patient interface and the patient.

- A Liquid Crystal Display module with a graphic screen manufactured by
Optrex. It is used in the ATO2M 2000 pulse oximeter to display all
additional patient information other than the SPO2 and the BPM. It is
also used to set the ATO2M 2000 pulse oximeter's operational defaults
by the different users.

- An integrated circuit is a memory ship, manufactured by Intel, with an
internal structure of 1 million bytes or 8 bits. It is qualified in
the literature as 8 million bits. This chip is a FLASH memory that is
a type of memory that keeps its information even when power is
removed. This memory is

used by the Pulse Oximeter to store the patient functions for a period
of up to 10 days. This Integrated Circuit has different pinouts than
that on P.O. 202 and it will only be used for the prototypes and the
evaluation units.

- An Integrated Circuit used in the ATO2M 2000 pulse oximeter to drive
the two 3-digit red and green displays on its front panel.

- A silicon diode used as a part on the Maxim Integrated Products
circuit.

- Surface mount NPN silicon transistors used to buffer low-level signals
within the ATO2M 2000 pulse oximeter.

- This integrated circuit that an integrated 16-bit
microprocessor/microcontroller (control processing unit) with hardware
integrated functions within its manufacturer by Zilog. It runs all the
sections of the ATO2M 2000 pulse oximeter, interfaces to the user and
performs the keypad entered commands, handles communications with
external devices, displays all the information it measures from the
patient, keeps the real time clock, charges the battery, update the
memory, and other functions that are required to operate the ATO2M
2000 pulse oximeter.

- An integrated circuit manufactured by Fairchild Semiconductor and it
function is to scan the front panel keypad, detect which key was
pressed, convert that key into a code and send it to the control
processing unit for action.

- An integrated circuit manufactured by Fairchild Semiconductor and it
is a standard logic chip that has six (6) logic inverters.

- An integrated circuit manufacturer by National Semiconductor, function
is to measure the temperature in Centigrade within the housing.

- A Metal Oxide Silicon Field Effect Transistor with a P channel
manufactured by Siliconix that is used as a switch to turn on or off a
high voltage section of the ATO2M 2000 pulse oximeter during its
operations.

- A crystal that is cut in a special way such that it when it is
inserted into an electronic oscillator circuit, it makes the circuit
oscillate at 18.432 million Hertz (oscillations per second). This is
used as the main frequency for the operation of the control-processing
unit.

- A crystal that is cut in a special way such that it when it is
inserted

into an electronic oscillator circuit, it makes the circuit oscillate
at 32.768 thousand Hertz (oscillations per second). This is used as
the main frequency for the operation of the Real Time Clock.

- An integrated circuit is manufactured by National Semiconductor that
has two (2) operational amplifiers that are used to amplify some
analog signals with the ATO2M 2000 pulse oximeter.

- An integrated circuit manufactured by QT Electronics that it is an
optical coupler with an isolation capability of up to 4,000 volts. It
is used to communicate with the patient interface section while
keeping the patient isolated with a minimum of 4,000 volts as per the
international standards.

- A surge arrestor manufactured by Siemens that will activate if the
voltage exceeds 4,500 volts protecting the ATO2M 2000 pulse oximeter.

Prolex Electronics Inc. - Master Distributor

- Hand crimping tool. This tool is required to crimp the wires to the
connector contacts' during the prototyping cycle and later on during
service and repair. During production, a specialized cable assembly
house will make these wires.

Protek Devices - Manufacturer

- Surge protectors that can protect the ATO2M 2000 pulse oximeter from a
static discharge of up to 25,000 volts on some of its inputs without
any damage to the unit.

Richard Brancker Research Engineering Consultants

- A metal oxide silicon field effect transistor with a P channel that is
manufactured by Siliconix that is used as a switch to turn on or off
high current sections of the ATO2M 2000 pulse oximeter in order to
save power during battery operations.

CUSTOMER BASE
As of the date of this prospectus, we have no customers. We do not plan on
being dependent upon one single or just a few customers.

INTELLECTUAL PROPERTY
At present, we do not have any trademarks, patents, royalty agreements, or other
proprietary interest. We may apply for a patent upon completion of our prototype
oximeter if it is determined that there is any proprietary technology in the
ATO2M 2000 pulse oximeter. At present we do not know if any patents would be
granted for the ATO2M 2000 pulse oximeter.

GOVERNMENT REGULATION ISSUES.
The ATO2M 2000 pulse oximeter will be classified as medical devices under the
Federal, Food, Drug, and Cosmetics Act administered by the United States Food
and Drug Administration. This agency regulates the clinical testing,
manufacture, labeling, sale, distribution and promotion of medical devices.
Prior to introduction of our products into the market, as a manufacturer we must
obtain market clearance through pre-notification or application process to the
Food and Drug Administration. In addition, a manufacturer is required by the
Food and Drug Administration to comply with current good manufacturing
practices. If we fail to comply with these regulations, we may be subject to
fines, injunctions, civil penalties, recall or seizure of products, total or
partial suspension of production, and criminal prosecution. Upon completion of
the prototype pulse oximeter we will be making the necessary application to the
Food and Drug Administration to pre-register the ATO2M 2000 pulse oximeter as a
medical device.

The Atlantic Canada Opportunities Agency is an agency established and operated
by the Federal government of Canada to provide economic incentives to companies
to establish and operate businesses in economically depressed areas of Canada.
Under the terms of the repayable contribution by the Atlantic Canada
Opportunities Agency to us, we have certain reporting requirements. We are
required to submit, at the Agency's request, status reports on the progress and
results of the construction of the proposed leased facilities in Prince Edward
Island. In addition, within 90 days at the end of each fiscal year we are
required to furnish this agency with a copy of our financial statements.

Under the terms of the line of credit we are eligible from the P.E.I. lending
agency we are required to submit financial statements to the manner prescribed
by our agreement with P.E.I.

We will seek the following certifications for our operations and products:
- Canadian Standards Association testing
- CE testing for sale of electrical component products in Europe
- International Standards Organization 9001 standards, including a
performance audit of our operations.
- Underwriters Laboratory certification
- Federal Drug Administration certification

The ISO standard series was developed by the International Standards
Organization of Geneva, Switzerland, a worldwide confederation of 90 countries.
The standards were originally conceived to establish quality criteria for
companies wishing to sell their products within the European Union. The
standards promote operating efficiency, productivity, and cost-effectiveness in
business and manufacturing. International Standards Organization SO 9001
standards cover an organization's practices in the areas of product design,
development, production, installation, and servicing.

Prince Edward Island is a province within the federal structure of Canada. The
province of Prince Edward Island is empowered by the Constitution of Canada to
regulate certain activities of businesses that operate within that Province such
as minimum wages, occupational health and safety, employment standards, excise
taxes, and private contractual relations. In addition the federal government of
Canada has constitutional jurisdiction to regulate interprovincial trade, income
taxation, export and import taxation, excise taxation all of which will be
applicable to the operations of the company, which are located within Canada.
As a company established under the laws of the state of Delaware we will also be
governed by the Trading with the Enemy Act that precludes our company from
selling our products to certain embargoed countries.

RESEARCH AND DEVELOPMENT.
During the period from approximately December 15, 1999 until approximately April
28, 2000, our employees spent approximately 400 hours on research and
development of the proposed ATO2M 2000 pulse oximeter product. During the
period from approximately December 1, 1999 to approximately December 31, 1999,
in accordance with agreements between engineering companies and us, we spent
$15,331 on research and development costs. This work consisted of engineering
costs associated with the development of the oximeter prototype. We contracted
on a time and materials basis with the following companies to design and develop
the prototype:

Richard Branker Research, Ltd. $7758
Dabby and Associates, Inc. $7573

In addition, our purchase of the Ontario based company, included their research
and development beginning in mid-1997 until our acquisition of their company.

The research and development of our pulse oximeter proceeded, as follows:

Step I - Purchasing and Licensing Agreement With Masimo
- Island Critical Care Corporation Ontario entered into a ten-year agreement
whereby it acquired the licensing rights to use Masimo's patented Signal
Extraction Technology.
- We acquired these licensing rights to:
o Process information pertaining to blood oxygen saturation and patient
heart rate.
o To remove forms of outside agents in blood oxygen saturation
measurements, such as noise, muscle, light, and motion
o
Step II Design Phase:

Signal Extraction Technology.
During the period from December 1, 1999 to the date of this prospectus, a team
of 6 engineers and 1 biomedical technician employed by Island Critical Care
Corporation Ontario evaluated several different configuration designs for our
prototype pulse oximeter. The work commenced by the Ontario Corporation
continued after the merger in the surviving company.

Evaluating the Signal Extraction Technology computer board.
In December 1999, we constructed a working mini model computer assisted
oximeter. To accomplish this we built our own power supply board, added our
previously built microprocessor board, and generated a computer software program
and completed integration of Masimo's Signal Extraction Technology computer
board. We accomplished these tasks during the period from December 22, 1999 to
January 28, 2000, and then had a fully operational large-scale prototype
oximeter. In the period January 28, 2000 to the date of this prospectus our
team of engineers have been working to reduce the size of the original prototype
by 50% and to enhance the overall design of the casing and thereafter to
incorporate the component parts into the smaller design.

Design of Additional Features.
During the period from January 4, 2000 to March 20, 2000, we refined and
designed the following special additional features we felt were important to end
users of our pulse oximeter:
- Large easy to see red and green LEDs to display oxygen and heart rate
values
- User friendly menus to select various functions
- Trending up to ten days by any amount of time such as hours and days.
Trends are continuous oximeter readings that are stored in the flash
memory chip on the microprocessor board permitting a physician or nurse to
view trend graphs at anytime they wish
- Language settings to permit users to select their preferred language in
English, French, German, Spanish, Japanese, Portuguese or Italian
- Reduction in size of unit, both electronically and mechanically, to make
our pulse oximeter more portable and acceptable to world markets
- Critical alarm settings of oxygen and heart rate values with settings for
both high and low readings
- Menu to see amount of battery charge left when being used in the portable
battery mode

Design of Electrical Components
During the period from February 1, 2000 to March 6, 2000, we redesigned our
previously built microprocessor board to add more powerful capabilities, as
follows:
- We coordinated the electrical components to our redesign and the new
schematics we drew. We reconfigured our CPU board by adding a new
generation microprocessor and a 16-megabyte flash memory chip.
- This new design would allow our pulse oximeter to accommodate more
significant features and processes, more efficiently than our previous
design.
- This new process would also allow a significant reduction in size of the
unit because we were able to use subminiture microchip technology.

- Our schematics were submitted to the Prism Corporation for production of
our first 15 prototype boards. We received delivery of the boards on March
17, 2000.
- We redesigned the power supply board schematics enabling us to add special
features and reduce the size of the unit. A smart power supply capable of
functioning over various AC/DC voltages.

Design of Software
The systems software we designed will be programmed in the flash memory of the
Central Processing Unit board. This will allow the oximeter systems to
communicate in real time the readings of the isolated patient interface into
tabular data as well as into a graphic display. The readings will be displayed
on a:
- Electro Luminous Display
- Blood Oxygen Saturation Percentage
- Heart Rate Levels on large light emitting diodes

The software has been written. However, additional features and functions will
be available to incorporated through our software development by approximately
the end of June 2000. This software pertains to the following additional
features and functions:
- Blood Oxygen Saturation percentage and heart rate trending for up to 10
days
- Language changes
- Various Alarm Functions
- Nurse Call Function
- Status of Smart Power supply functions
Although our development of these features and functions will be completed in
June 2000, we will continually refine this software during approximately the
next two years. These features and functions will be added to our pulse oximeter
in response to the needs and requirements of companies that may purchase our
pulse oximeter. We may make the software providing for these additional
features and functions available by downloading it from the Internet; however,
there is no assurance that this service will be available.

Design of Mechanical Portion
During the period form January 10, 1999 to present, and expected to continue
until approximately April 24, 2000, the design of the mechanical portion, is
comprised of the following:
- Composed of 10 major parts:
- 3 custom circuit packs
- 1 custom membrane assembly also known as a front cover plate
- 6 or more miscellaneous custom mechanical pieces to tool, evaluate and
refine the mechanical side of the development
- Our team evaluated several different configurations to meet users needs,
such as flat or tall units, from a visual, physical, user interaction
perspective.
- Definition of internal components progressed alongside the creation of the
overall unit concepts

- Detailed design of the plastic housings commenced for the newly formed
design concept.
- Industrial design, graphics design and user interface design worked
together to close open items on function, shape, location, size, and color
of all the external user elements.
- Design verification of the physical/mechanical parts and integration of
the software and hardware into the 15 prototypes being build will allow
full unit experience.

Final Design and Testing
Final design concerning all aspects of the ATO2M 2000 pulse oximeter has been
completed and all components to build the oximeter have been ordered. As of May
19, 2000 we had 15 finalized prototypes of the ATO2M 2000 pulse oximeter. Some
of these prototypes will be turned over to our evaluation team for testing while
others will be provided to our marketing team who can begin showing our new unit
to potential distributors. Once we have debugged our pulse oximeter we
anticipate full-scale production to commence in August 2000. There is no
assurance that any of these assumptions are correct.

ENVIRONMENTAL LAW COMPLIANCE.
Assembly of components for the completion of our Pulse Oximeter will not involve
the discharge of environmental pollutants. Therefore, the extent which
environmental compliance may be necessary, we do not anticipate any significant
compliance expense.

EMPLOYEES.
Kenneth R. Legere, our president, chief executive officers and director, served
seventeen years in the Canadian Armed Forces as a Medic, pharmacist, x-ray
technical, and laboratory technologist from 1969 to 1988. From 1981 to 1983,
Mr. Legere completed biomedical engineering training form the NATO learning
institution, the U.S. Army Medical Equipment and Optical School, and Fitzsimmon
Army Medical Center. From 1988 to 1998, Mr. Legere, acted as Schiller AG of
Switzerland's sole Canadian distributor of their life sciences equipment.

Sean Flanigan, our vice president, chief operating officer and director is an
attorney licensed to practice law in the Province of Ontario. He graduated from
Carleton University (Ottawa) with a Bachelor of Arts degree in June of 1987.
After graduation he studied economics at Carleton University and enrolled in the
University of Ottawa Law School from which he graduated in 1991. He was called
to the bar of Ontario in February of 1993 and practiced law as a partner of the
firm Tavel & Flanigan from September 1993 through December of 1999. Mr.
Flanigan was the incorporator of the Ontario Corporation that we acquired in
January of 2000 and he joined our board and executive as of the date of the
merger.

Raymond Chabot Grant Thorton has employed Wayne Weber, our vice president, chief
financial officer and director as follows:

Our full-time employees consist of:

- Kenneth Legere President and Chief Executive Officer
- Sean Flanigan Vice President and Chief Operating Officer
- Wayne Weber Vice President and Chief Financial Officer
- Brian Sharpe Director of Quality Control

The following positions are now on a third party contract basis; however, during
the next twelve months we anticipate hiring these individuals as our full-time
employees:

- 1 Electrical Engineer - Dr. Frank Johnson of Richard Brancker Research,
Ltd.
- 1 Electrical Enginner/Project Manager - Mr. Joseph Dabby of Dabby and
Associates, Inc.
- 1 Software Engineer - Mr. Deiter Seilers of Richard Brancker Research,
Ltd.
- 2 Mechanical Engineers - Mr. Michael Brown and Mr. Kevin Bailey of Richard
Brancker Research, Ltd.

As we progress to set up our assembly facility targeted for August 1,2000, we
plan to staff the following full time positions:

Administrative Staff:
- 2 Executive secretaries
- 1 Financial Assistant
- 1 Project Standards Secretary
- 1 Receptionist
- 1 Cleaner
- 1 Director of Sales and Marketing - U.S.A.

Assembly Facility:
- 1 Engineering Supervisor
- 18 Assemblers
- 2 Shipping and Receiving Clerks
- 3 Sales and Marketing Personnel

If the demand for our ATO2M 2000 pulse oximeter products grows to a sufficient
level we will hire approximately 61 additional personnel, as follows:

- 51 Assemblers
- 2 Engineering Supervisors
- 2 Secretaries
- 1 Shipping and Receiving
- 1 Receptionist
- 2 Marketing and Sales
- 2 Biomedical Technologist

There is no assurance that we will hire any of these personnel.

REPORTS TO SECURITY HOLDERS.
After the effective date of this document, we will be a reporting company under
the requirements of the Securities Exchange Act of 1934 and will file quarterly,
annual and other reports with the Securities and Exchange Commission. Our
annual report will contain the required audited financial statements. We are
not required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

YEAR 2000 COMPLIANCE.
We have no computer systems at this time. We have individual personal computers
for various parts of our operations, all of which are Y2K compliant. As a
result, we have not encountered any compliance costs. The Y2K compliance issue
is the result of computer programs being written using two digits rather than
four to define the applicable year. Computer programs that have time sensitive
software may recognize a date using "__00" as the year 1900 rather than 2000.
This could result in a systems failure or miscalculation causing disruption of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Because we do not anticipate establishing operations until after the
commencement of the Year 2000, if at all, we do not anticipate Y2K compliance
will have a significant effect on our Corporation.

ITEM 17. PLAN OF OPERATIONS

The discussion contained in this prospectus contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes", "expects", "may",
"will", or "should", or "anticipates", or expressing this terminology negatively
or similar expressions or by discussions of strategy. The cautionary statements
made in this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.
Important factors that could cause or contribute to such differences include
those discussed under the caption entitled "risk factors," as well as those
discussed elsewhere in this prospectus.

We are a development stage company without operations or revenues. We plan to
develop and assemble stand-alone pulse oximeter using Masimo's Signal Extraction
Technology. We have taken the following steps towards this purpose.

- With the assistance of the government of Prince Edward Island we
issued a request for proposals to have developers design and build a
mixed-use assembly and office facility to be located in the Town of
Stratford, Prince Edward Island. We will use as our assembly plant. We
do not currently have any lease agreement for these premises nor is
there any guarantee this building will be built. Under the terms of
our request for proposal we have proposed that we lease this to be
constructed building for a term of ten years after which time we shall
have the option to purchase the building at a discount off fair market
value. There is no guarantee that we will purchase this building.
- The government of Prince Edward Island has provided us with a verbal
commitment to use a building, rent-free, located at 85 Watts Drive,
Charlottown, Prince Edward Island, until the construction of the
Stratford facility is completed. On May 1, 2000, we occupied this
building.
- We are eligible for a 1.5 million Canadian dollars line of credit from
the Prince Edward Island Agency, the Prince Edward Island government
agency responsible for attracting new business to Prince Edward
Island. The grant becomes available when we can demonstrate that we
have a working prototype of our pulse oximeter. On May 23, 2000, we
received an acknowledgement from the Prince Edward Island Agency that
the funding conditions for our pulse oximeter have been met. The
acknowledgement states that the Prince Edward Island Agency will be in
a position to disburse on its loan upon receive of our interim
financial statements and signing of the loan documents.
- We are eligible for a $350,000 repayable grant from the Atlantic
Canada Opportunities Agency, an agency of the Canadian government.
This agency is responsible for the development of business
opportunities in Atlantic Canada. The grant is interest free and
repayable over a five-year period. Acceptable expenditures under the
grant are capital asset acquisitions, market development, and
standards certification costs. The grant becomes available when we can
demonstrate that we have a working prototype of our pulse oximeter.

- In April 2000 we applied for funding under the Canada Jobs Program
with Human Resource Development Canada, a Federal government agency
responsible for job development in undeveloped in underdeveloped parts
of Canada. Under such an agreement, the government would fund 50% of
qualified employee salaries for one year. The average salaries for
these type employees are between $15,000 and $20,000 per employee. In
May 2000, we received verbal approval for $63,000 of funding from the
Human Resource Development Canada representing only a portion of our
possible funding. The $63,000 of funding will be used for three of our
employees who we currently employ, as follows: (a) an employee who is
writing our technical source manuals and who will be responsible for
our quality control; and (b) two clerical employees, responsible for
various clerical duties, including typing the technical source
manuals. The Human Resource Development Canada will not provide
funding to us until we hire the personnel to be so funded.

- Once we have established a commercially operational assembly facility
for a period of thirty days we will receive a non-repayable grant of
200,000 Canadian dollars from Enterprise PEI.

- Once we occupy the Stratford facility, we will receive from Enterprise
PEI a 50,000 Canadian rental incentive to be applied as against our
rental cost of the Stratford building in the first year of occupancy.
This grant is non-repayable.

ITEM 18. DESCRIPTION OF PROPERTY

We do not own any property nor do we have any plans to own any property in the
future. Although the building that will house our operations will be located in
the Stratford Business Park in the town of Stratford, Prince Edward Island, the
exact location of property has not been determined. Stratford Business Park
consists of approximately 72 acres of land. Our facility will occupy
approximately 2 acres. We plan to use a newly constructed building by July 2000
that we will lease back for a ten-year period from the developer, Fitzgerald and
Snow. Our annual rent cost will be approximately $88,800. The agreement with
the developer will provide that the contractor will agree to build a facility
and lease it to us for 10 years with lease payments of $88,000 per annum and a
proposed buy out in year ten for fair market value, less a 20% discount.

This facility will include administration and executive offices, boardroom
facilities, and shipping and receiving, inventory maintenance, and storage,
assembly area and offices necessary for testing equipment. All parts necessary
for assembling the products will be received and stored in this facility until
they are allocated for assembly to a specific worker. The assembly area will be
approximately 4,000 square feet and will be equipped with flooring and other
environmental conditions that will be conducive to testing our products.

There is no intention to sub-tenant any of these premises. We will occupy the
entire premises. We will be required to have commercial insurance, including
personal injury coverage of at least $1,000,000 as well as sufficient insurance

to cover the value of inventory on hand, equipment and furnishings. Insurance
for the building could cost as much as $10,000 Canadian per year.

Enterprise PEI has also provided to us space in a building owned by the
Provincial government to house our offices and assembly facility on a rent free
basis until the Stratford facility is constructed. These facilities, Unit 12,
85 Watts Street, Charlottetown, Prince Edward Island is comprised of
approximately 2800 square feet. We plan to house our headquarters and executive
offices within the temporary assembly facility as of May 1, 2000. In May 2000,
we initiated communication with possible distributors to arrange training and
demonstration of our pulse oximeter to their sales representatives.

Our current employees and the employees we plan on hiring over the next twelve
months will be
housed initially in the Watts Street temporary assembly facility and thereafter
in the yet to be completed Stratford building. These employees will be involved
in:

- Shipping, receiving
- Assembly of Product
- Administration and Executive
- Sales

ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any transactions with our officers, directors, persons
nominated for such positions, beneficial owners of 5% or more of our common
stock, or family members of such persons other than an agreement with Finlay
Investment Services Ltd. whereby Malcolm Finlay will provide investor relations
services for a fee of 3000 Canadian dollars per month. Under this agreement we
are obliged to also pay any reasonable expenses incurred by Malcolm Finlay in
providing these services.

We are not a subsidiary of any other company.

ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.
Our common stock is not traded on any exchange. We plan to eventually seek
listing on the OTCBB, once our registration statement has cleared comments of
the Securities and Exchange Commission, if ever. We cannot guarantee that we
will obtain a listing. There is no trading activity in our securities, and
there can be no assurance that a regular trading market for our common stock
will ever be developed.

Penny Stock Considerations.

Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

Holders.
As of January 18, 2000, there were approximately 857 holders of record of our
common stock.

Dividends.
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.

ITEM 21. EXECUTIVE COMPENSATION

Summary Compensation Table
- ----------------------------
Annual Compensation Long Term Compensation
------------------------------ ---------------------------
Name and Principle Year Salary Bonus Other Annual Restricted Securities LTIP Other
Position ($) ($) Compensation Stock Award(s) Underlying Payouts ($)
($) ($) Options (#) ($)
- ------------------ ---- ------- ------ ------------- -------------- ----------- -------- ------

1999 0 0 0 0 0 0 0

We have entered into employment agreements with our employees. We have
arrangements under which we are obligated to compensate our officers, directors
or employees in the future. We have no standard arrangements under which we
will compensate our directors for their services provided to us.

Our January 1, 2000 employment agreement with Kenneth Legere provides for an
unlimited term of his employment as our president and chief executive officer,
commencing on January 1, 2000. The agreement provides that:

- Mr. Legere will receive $150,000 Canadian currency, exclusive of bonuses,
benefits, and other compensation during his first year of employment.
- For each successive year, his annual base salary is to be increased by
eight per cent.
- Mr. Legere will be permitted to participate in any share option plan,
share purchase plan, retirement plan or similar plan offered by us to our
senior executives to the extent that any such plan is authorized by our
board of directors.
- Mr. Legere will be entitled to receive one thousand compensation options
that may be exercised by him at fixed price of $0.25 per option for a
period of three years after vesting.
- Mr. Legere will participate in our executive bonus plan.

Our March 1, 2000 employment agreement with John Wayne Weber provides for an
unlimited term of his employment as our vice president and chief financial
officer, commencing on May 1, 2000. The agreement provides that:

- Mr. Weber will receive $120,000, Canadian currency, exclusive of bonuses,
benefits, and other compensation during his first year of employment.
- For each successive year, his annual base salary is to be increased by
eight per cent.
- Mr. Weber will be permitted to participate in any share option plan, share
purchase plan, retirement plan or similar plan offered by us to our senior
executives to the extent that any such plan is authorized by our board of
directors.
- Mr. Weber will be entitled to receive an unspecified number of
compensation options that may be exercised by him at a fixed price of
$0.25 per option for a period of three years after vesting.
- Mr.Weber will participate in our executive bonus plan.

Our March 1, 2000 employment agreement with Sean Flanigan provides for an
unlimited term of his employment as our vice president and chief operating
officer, commencing on May 1, 2000. The agreement provides that:
Mr. Flanigan will receive $120,000, Canadian currency, exclusive of bonuses,
benefits, and other compensation during his first year of employment.
- For each successive year, his annual base salary is to be increased by
eight per cent.
- Mr. Flanigan will be permitted to participate in any share option plan,
share purchase plan, retirement plan or similar plan offered by us to our
senior executives to the extent that any such plan is authorized by our
board of directors.
- Mr. Flanigan will be entitled to receive an unspecified number of
compensation options that may be exercised by him at a fixed price of
$0.25 per option for a period of three years after vesting.

- Mr. Flanigan will participate in our executive bonus plan.

Our auditors, in accordance with the following formula, will calculate our
executive bonus plan for each fiscal year, as follows:
- In the event that pre-tax profits for the relevant fiscal year are greater
than $500,000, the lesser of $15,000 or ten percent of the Executive's
base salary; and
- $10,000 plus 1% of the amount by which such pre-tax profits exceed
$500,000; and
- in the event that pre-tax profits for the relevant fiscal year are equal
to or less than $500,000, no bonus will be paid.
Our board of directors in their sole discretion will determine the amount of the
Executive Bonus payable to Mr. Legere , Mr. Weber, or Mr. Flanigan.

ITEM 22. FINANCIAL STATEMENTS

Statements included in this prospectus that do not relate to present or
historical conditions are "forward-looking statements." We may make future
forward-looking statements, which may be included in documents that we file with
the Commission other than this registration statement. Forward-looking
statements involve risks and uncertainties that may differ materially from
actual results, and may relate to our plans, strategies, objectives,
expectations, intentions and adequacy of resources.

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

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

Independent Auditors' Report F-1

Balance Sheets at December 31, 1999 and March 31, 1999 F-2

Statements of Changes in Stockholders' Equity for the Period From the Date of
Inception (April 21, 1998) through December 31, 1999. F-3

Statements of Operations for the Nine Months Ended
December 31, 1999 and for the Period From the Date of Inception (April 21, 1998)
Through March 31 and December 31, 1999. F-4

Statements of Cash Flows for the Nine Months Ended
December 31, 1999 and for the Period From the Date of Inception (April 21, 1998)
Through March 31 and December 31, 1999. F-5 to F-6

Notes to the Financial Statements F-7 to F-9
- -----------------------------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
and Shareholders
Island Critical Care Corp.
Palm Beach, Florida

We have audited the accompanying balance sheets of Island Critical Care
Corp. (A Development Stage Company) as of December 31, 1999 and March 31, 1999
and the related statements of changes in stockholders' equity, operations and
cash flows for the nine months ended December 31, 1999 and for the period from
inception (April 21, 1998) through March 31 and December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Island Critical Care Corp.
as of December 31, 1999 and March 31, 1999 and the results of its operations and
its cash flows for the nine months ended December 31, 1999 and for the period
from the date of inception (April 21, 1998) through March 31 and December 31,
1999, in conformity with generally accepted accounting principles.

Rotenberg & Company, llp
Rochester, New York
February 18, 2000

F - 1

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

BALANCE SHEETS
========================================================================================

DECEMBER 31, March 31,
1999 1999
- ----------------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS
Cash and Cash Equivalents $ 658,654 $ 100
Commodity Tax Recoverable 23,237 -
Prepaid Expenses 19,653 -
- ----------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS 701,544 100

PROPERTY AND EQUIPMENT - NET OF ACCUMULATED DEPRECIATION 7,694 -

OTHER ASSETS
Goodwill 150,000 -
License Fee - Net of Accumulated Amortization 24,987 -
- ----------------------------------------------------------------------------------------

TOTAL ASSETS $ 884,225 $ 100
========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable $ 155,107 $ 50,877
- ----------------------------------------------------------------------------------------

TOTAL LIABILITIES 155,107 50,877
- ----------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common Stock - $.001 Par; 50,000,000 Authorized; 18,101,000
Issued and Outstanding 18,101 6,164
Additional Paid - In Capital 851,719 -
Deficit Accumulated During Development Stage (138,659) (56,941)
Accumulated Other Comprehensive Income (2,043) -
- ----------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY 729,118 (50,777)
- ----------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 884,225 $ 100
========================================================================================

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

F - 2

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD
FROM THE DATE OF INCEPTION (APRIL 21, 1998) THROUGH DECEMBER 31, 1999
=========================================================================================================================

Deficit
Common Accumulated Accumulated Total
Stock Additional During Other Stockholders'
Number of $.001 Par Paid-In Development Comprehensive Equity
Shares Value Capital Stage Income (Deficit)
- -------------------------------------------------------------------------------------------------------------------------

BALANCE - APRIL 21, 1998 - $ - $ - $ - $ - $ -

Initial Issuance of Shares for Cash 6,164,398 6,164 - - - 6,164

Net Loss for Period (56,941) - (56,941)
- -------------------------------------------------------------------------------------------------------------------------

BALANCES - MARCH 31, 1999 6,164,398 6,164 - (56,941) - (50,777)

Issuance of Shares in Connection
with Recapitalization 7,948,504 7,949 (7,949) - - -

Private Placement Offering of
Stock, Net of Offering Costs 2,988,098 2,988 860,668 - - 863,656

Issuance of Shares in Exchange
for Services 1,000,000 1,000 339,000 - - 340,000

Cost of Raising Capital (340,000) - - (340,000)

Net Loss for the Period (81,718) - (81,718)

Foreign Currency
Translation Adjustment - - - - (2,043) (2,043)
- -------------------------------------------------------------------------------------------------------------------------

BALANCES - DECEMBER 31, 1999 18,101,000 $ 18,101 $ 851,719 $ (138,659) $ (2,043) $ 729,118
=========================================================================================================================

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

F - 3

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

STATEMENTS OF OPERATIONS
====================================================================================================

FROM DATE OF NINE MONTHS From Date of
INCEPTION ENDED Inception
THROUGH DECEMBER 31, through
DECEMBER 31, 1999 1999 March 31, 1999
- ----------------------------------------------------------------------------------------------------

REVENUES $ - $ - $ -
- ----------------------------------------------------------------------------------------------------

OPERATING EXPENSES
Advertising and Promotion 8,285 1,938 6,347
Bank Charges and Interest 251 160 91
Communications 4,210 198 4,012
Investor Relations 3,099 3,099 -
Organization Costs 6,064 - 6,064
Office Supplies and Stationery 11,196 292 10,904
Shipping Charges 202 202 -
Rent and Rentals 880 880 -
Research and Development Costs 15,324 15,324 -
Salaries and Benefits 57,965 57,965 -
Travel 30,756 1,233 29,523
Depreciation 126 126 -
Amortization of License Fee 301 301 -
- ----------------------------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES 138,659 81,718 56,941
- ----------------------------------------------------------------------------------------------------

NET LOSS $ (138,659) $ (81,718) $ (56,941)
====================================================================================================

NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.01) $ (0.01) $ -
- ----------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 18,101,000 18,101,000 14,112,902
- ----------------------------------------------------------------------------------------------------

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

F - 4

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

STATEMENTS OF CASH FLOWS
======================================================================================================

FROM DATE OF NINE MONTHS From Date of
INCEPTION ENDED Inception
THROUGH DECEMBER 31, Through
DECEMBER 31, 1999 1999 March 31, 1999
- ------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Cash Received from Customers $ - $ - $ -
Cash Paid to Suppliers and Employees (178,058) (171,994) (6,064)
- ------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES (178,058) (171,994) (6,064)
- ------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment (7,820) (7,820) -
Purchase of License Fee (25,288) (25,288) -
- ------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES (33,108) (33,108) -
- ------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Gross Proceeds From Public Offering of Stock 1,484,943 1,478,779 6,164
Cost of Private Placement Offering (615,123) (615,123) -
- ------------------------------------------------------------------------------------------------------

NET CASH FLOWS FROM FINANCING ACTIVITIES 869,820 863,656 6,164
- ------------------------------------------------------------------------------------------------------

Net Increase in Cash and Cash Equivalents 658,654 658,554 100

Cash and Cash Equivalents - Beginning of Period - 100 -
- ------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 658,654 $ 658,654 $ 100
======================================================================================================

NON-CASH INVESTING AND FINANCING ACTIVITIES
Cost in Excess of Fair Value of Net Assets
Acquired From Island Critical Care Corp. $ 150,000 $ 150,000 $ -
======================================================================================================

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

F - 5

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

RECONCILIATION OF NET LOSS TO NET CASH FLOWS
FROM OPERATING ACTIVITIES
===============================================================================================
FROM DATE OF NINE MONTHS From Date of
INCEPTION ENDED Inception
THROUGH DECEMBER 31, through
DECEMBER 31, 1999 1999 March 31, 1999
- -----------------------------------------------------------------------------------------------

NET LOSS $ (138,659) $ (81,718) $ (56,941)

ADJUSTMENTS:
Depreciation 126 126 -
Amortization of License Fee 301 301 -
Foreign Currency Translation Adjustment (2,043) (2,043) -

CHANGES:
Commodity Tax Recoverable (23,237) (23,237) -
Prepaid Expenses (19,653) (19,653) -
Accounts Payable 5,107 (45,770) 50,877
- -----------------------------------------------------------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES $ (178,058) $ (171,994) $ (6,064)
===============================================================================================

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

F - 6

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE A - THE COMPANIES
The Company was incorporated in Delaware on December 15, 1999. On
December 22, 1999, the Company merged with Island Critical Care Corp.,
a Florida corporation. In this transaction, the Company exchanged its
shares with the Florida incorporated Island Critical Care Corp. in a 1
for 1 exchange of common stock. The Company emerged as the surviving
entity. On January 13, 2000, the Company merged with Island Critical
Care Corporation, an Ontario corporation. In this transaction, the
Company exchanged its shares with the Ontario incorporated Island
Critical Care Corporation in a 1 for 1 exchange of common stock. The
Company emerged as the surviving entity. The Company acquired the
Ontario incorporated Island Critical Care Corporation in order to
purchase its licensed technology, work in progress, cash, financial
incentive agreements and research and development of its pulse
oximeter prototype.

The Company's principal corporate offices are located in Palm Beach,
Florida. The Company's Canadian offices are located in Charlottetown,
Prince Edward Island.

SCOPE OF BUSINESS
At the present time, the Company is in the development stage and does
not provide any product or services. The Company's objective is to be
a leading developer and manufacturer of medical instrumentation for
world export. It is currently developing a state of the art, stand
alone pulse oximeter, which will be commercially manufactured in the
Province of Prince Edward Island by May 2000. The Company has future
plans to design, develop and manufacture a combined stand-alone
oximeter and blood pressure unit, a stand-alone blood pressure unit
and a vital signs monitor.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The Company maintains its books and prepares its financial statements
on the accrual basis of accounting.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expense during the reporting period. Actual results can differ
from those estimates.

CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially expose the Company to
significant concentrations of credit risk consist principally of bank
deposits. Cash is placed primarily with high quality AAA rated
financial institutions.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less.

- continued -

F - 7

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

FOREIGN CURRENCY TRANSLATION
The Company's foreign operations are measured using the local currency
as the functional currency. Assets and liabilities are translated at
exchange rates as of the balance sheet date. Revenues and expenses are
translated at average rates of exchange in effect during the year. The
resulting cumulative translation adjustments have been recorded as a
separate component of stockholder's equity. Foreign currency
transaction gains and losses are included in net income.

DEVELOPMENT STAGE
The Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to financial
planning, raising capital, research and development, and developing
markets for its services. The Company prepares its financial
statements in accordance with the requirements of Statement of
Financial Accounting Standards No. 7, Accounting and Reporting by
Development Stage Enterprises.

GOODWILL
Goodwill recorded on the acquisition of Island Critical Care Corp.
represents the cost in excess of the fair value of the net assets
acquired. Goodwill will be amortized over its estimated useful life of
5 years beginning in January 2000.

LICENSE FEE
The Company entered into a licensing agreement with Masimo Corporation
of Irvine, California that provides the Company with the rights to use
their new technology known as Signal Extraction Technology (SET) in
the production of high-end stand-alone pulse oximeters. The license
fee is amortized over the life of the license agreement of seven
years.

INCOME TAXES
Deferred taxes are provided in the financial statements for
significant temporary differences arising from assets and liabilities
whose bases are different for financial reporting and income tax
purposes. The primary differences are attributable to depreciation
methods. Deferred tax assets arising from net operating losses
incurred during the development stage have been fully reserved against
due to the uncertainty as to when or whether the tax benefit will be
realized.

NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed in accordance with SFAS
No. 128, "Earnings Per Share". Basic earnings per share is calculated
by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for each period.
Share and per share amounts for all periods presented have been
adjusted to reflect the recapitalization. The weighted average shares
outstanding for the nine months ended December 31, 1999 reflects the
common stock issued under Rule 504 as outstanding for the entire year
since there were no significant operations prior to the stock
offering. Diluted earnings per share are identical to basic earnings
per share for the periods presented since the conversion of the
outstanding stock options would have an anti-dilutive effect on
earnings per share.

F - 8

ISLAND CRITICAL CARE CORP.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
PALM BEACH, FLORIDA

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of furniture, fixtures and equipment
located in Prince Edward Island, Canada. Property and equipment are
stated at cost, less accumulated depreciation computed on the
straight-line method over the estimated useful lives as follows:

Equipment 5 Years
Computer 3 Years
Furniture and Fixtures 5 Years

Maintenance and repairs are charged to expense. The cost of property
and equipment retired or otherwise disposed of and the related
accumulated depreciation are removed from the accounts

NOTE D - RESEARCH AND DEVELOPMENT
Research and development expenses represent contract engineering costs
and are charged against operations as incurred.

NOTE E - STOCKHOLDERS' EQUITY
COMMON STOCK
The Company's securities are not registered under the Securities Act
of 1933 and, therefore, no offering may be made which would constitute
a "Public Offering" within the meaning of the United States Securities
Act of 1933, unless the shares are registered pursuant to an effective
registration statement under the Act.

The stockholders may not sell, transfer, pledge or otherwise dispose
of the common shares of the company in the absence of either an
effective registration statement covering said shares under the 1933
Act and relevant state securities laws, or an opinion of counsel that
registration is not required under the Act or under the securities
laws of any such state.

COMMON STOCK ISSUED
The Company raised capital through a Canadian Private Placement
offering during 1999 with one significant investor. Stock
subscriptions totaling $1,138,779 (representing 2,988,098 common
shares) were received in cash.

The Company also issued 747,025 warrants to purchase common stock in
connection with the Private Placement offering that remain outstanding
as of December 31, 1999. The warrants are exercisable in the first
year at $1 Canadian per share and $1.50 Canadian per share in the
second year. The common stock warrants had no impact on diluted
earnings per share since the potential conversion's effect would have
been anti-dilutive.

NOTE F - OTHER
The Company is eligible for a line of credit in the amount of
$1,500,000 Canadian with Enterprise PEI which is an agency of the
Province of Prince Edward Island. The Company is also eligible for a
repayable grant in the amount of $350,000 Canadian from the Atlantic
Canada Opportunities Agency. Both the line of credit and the grant
become available when the Company can demonstrate that it has a
working prototype of its pulse oximeter.

F - 9

ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The accounting firm of Rotenberg & Company, LLP, Certified Public Accountants
and Consultants audited our financial statements. Since inception, we have had
no changes in or disagreements with our accountants.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ninety days after the effectiveness of the registration statement of which
this prospectus is a part, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions. PART II INFORMATION NOT REQUIRED TO BE INCLUDED
IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our bylaws provide for indemnification of each person (including the heirs,
executors, administrators, or estate of such person) who is or was director and
officer of the corporation to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against all
fines, liabilities, costs and expenses, including attorneys' fees, arising out
of his or her status as a director, officer, agent, employee or representative.
The foregoing right of indemnification shall not be exclusive of other rights to
which those seeking an indemnification may be entitled. The corporation may
maintain insurance, at its expense, to protect itself and all officers and
directors against fines, liabilities, costs, and expenses, whether or not the
corporation would have the legal power to indemnify them directly against such
liability.

Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify any persons, including officers and directors, who were or are, or
are threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as
an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by our Corporation in
connection with the issuance and distribution of the securities being offered by
this prospectus. Items marked with an asterisk (*) represent estimated expenses.
We have agreed to pay all the costs and expenses of this offering. Selling
security holders will pay no offering expenses.

ITEM EXPENSE
- ---- -------
SEC Registration Fee $ 2,598.00
Legal Fees and Expenses $ 20,000.00
Accounting Fees and Expenses $ 0
Miscellaneous* $ 500.00
===============================================
Total* $ 23,098.00

* Estimated Figure

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During December 1999, we issued 2,988,098 shares of our common stock to one
investor in connection with a Canadian private placement. We received stock
subscriptions totaling $1,138,779. We believed this exemption was available
because

We have never utilized an underwriter for an offering of our securities. Other
than securities mentioned above, we have not issued or sold any securities.

We were incorporated in Delaware on December 15, 1999. On December 22, 1999, we
issued a total of 6,164,398 shares of our common stock (at $.001 par value) in
connection with a merger with Island Critical Care Corp., a Florida corporation.
We exchanged our shares for an equivalent number of shares of this Florida
corporation (which amounted to 100% of the total shares outstanding of the
Florida corporation).

On January 13, 2000, we issued a total of 7,948,504 shares of our common stock
(at $.001 par value) in connection with a merger with Island Critical Care
Corp., an Ontario corporation. We exchanged our shares for an equivalent number
of shares of the Ontario corporation (which amounted to 100% of the total shares
outstanding of the Ontario corporation).

Prior to the merger, in November 1999, Island Critical Care Corp., the Ontario
Corporation, issued a total of 2,988,098 shares of common stock in a private
transaction for cash consideration totaling $1,138,779. In connection with that
private offering, Island Critical Care Corp., the Ontario Corporation, also
issued 1,000,000 shares of its common stock and warrants to purchase an
additional 747,025 shares of its common stock to Finley Investments for
services valued at $340,000. The securities were issued under the exemption

from registration provided by Section 4(2) of the Securities Act, as amended.
We believed this exemption was available because these issuances were
transactions not involving a public offering. There was no general solicitation
or advertising used to offer shares. In addition, each investor had the
knowledge and experience in financial and business matters to evaluate the
merits and risks of this prospective investment and therefore was either
accredited or sufficiently sophisticated to undertake such an investment.

As of December 31, 1999, these warrants remained outstanding. These warrants,
if exercised, will result in the issuance of 747,025 shares of our common stock.
The warrants may be exercised over a two year period. The warrants are
exercisable in the first year at $1 Canadian per share and at $1.50 Canadian per
share in the second year.

ITEM 27. EXHIBITS

Exhibit Number Exhibit Description
- -------------- -----------------------------------------------------------------------------

2 Plan of Merger between Island Critical Care Corp. (a Florida corporation)
and Island Critical Care Corp (a Delaware corporation)
- -------------- -----------------------------------------------------------------------------
2.1 Plan and Agreement of Merger
- -------------- -----------------------------------------------------------------------------
3.1 Certificate of Incorporation - Island Critical Care Corp (a Delaware
corporation)
- -------------- -----------------------------------------------------------------------------
3.2 Bylaws of Island Critical Care Corp - Island Critical Care Corp. (a Delaware
corporation)
- -------------- -----------------------------------------------------------------------------
5 Opinion re: Legality - The Law Offices of Brenda Lee Hamilton, P.A.
- -------------- -----------------------------------------------------------------------------
10.1 Purchasing and Licensing Agreement Between Island Critical Care
Corporation and Masimo Corporation
- -------------- -----------------------------------------------------------------------------
10.2 Prince Edward Island Lending Agency (Prince Edward Island Government,
Canada), Offer of Credit and Acceptance by Borrower, Island Critical Care
Corporation
- -------------- -----------------------------------------------------------------------------
10.3 Prince Edward Island Lending Agency (Prince Edward Island Government,
Canada) Acknowledgement to Island Critical Care Corporation
- -------------- -----------------------------------------------------------------------------
10.4 Atlantic Canada Opportunities Agency's Offer to Make Repayable
Contribution to Island Critical Care Corporation and Island Critical Care
Corporation's Acceptance
- -------------- -----------------------------------------------------------------------------
10.5 Employment Agreement Between Kenneth Legere and Island Critical Care
Corporation
- -------------- -----------------------------------------------------------------------------
10.6 Employment Agreement Between John Wayne Weber and Island Critical
Care Corporation
- -------------- -----------------------------------------------------------------------------
10.7 Employment agreement between Sean Patrick Flanigan and Island Critical
Care Corporation
- -------------- -----------------------------------------------------------------------------

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
a. Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
b. Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement;
c. Include any additional or changed material information on the plan
of distribution.

2. That, for determining liability under the Securities Act of 1933, to
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time
to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that Remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Charlottetown, State of Prince Edward Island on May 31st, 2000.
- ------------- ---------------------- ---------

Island Critical Care Corp.

/s/ Kenneth R. Legere
------------------------

By: Kenneth R. Legere
Title: President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.

/s/ Sean Flanigan
-------------------
By: Sean Flanigan
Title: Director

/s/ Wayne Weber
-----------------
By: Wayne Weber
Title: Vice President, Chief Financial
Officer and Director

/s/ Sean Flanigan
-------------------
By: Sean Flanigan
Title: Vice President, Chief Operating
Officer and Director