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

                                   FORM 12b-25

                                 SEC FILE NUMBER
                                   000-0331369

                           NOTIFICATION OF LATE FILING

(CHECK ONE):  | | Form 10-KSB   |_| Form 20-F  |_| Form 11-K  [X] Form 10-QSB

              |_|  Form N-SAR

                      For Period Ended: December 31, 2003

            /  /  Transition Report on Form 10-K [ ]
            /  /  Transition Report on Form 20-F [ ]
            /  /  Transition Report on Form 11-K [ ]
            /  /  Transition Report on Form 10-Q [ ]
            /  /  Transition Report on Form N-SAR

       For the Transition Period Ended: _______________________________________


    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS

                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

Not Applicable
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PART I - REGISTRANT INFORMATION

CRITICAL HOME CARE, INC.
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Full Name of Registrant

Not Applicable
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Former Name if Applicable

762 SUMMA AVENUE
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Address of Principal Executive Officer (Street and Number)

WESTBURY, NEW YORK 11590
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City, State and Zip Code







                        PART II - RULES 12b-25(b) AND (C)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25)b),  the
following should be completed. (Check box if appropriate)  [X] YES  [  ] NO

     [x]  (a)The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     [x]  (b)The subject annual report,  semi-annual report,  transition report
          on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject  quarterly  report of transition  report Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     [ ]  (c)The  accountant's  statement  or  other  exhibit  required  by Rule

          12-b-25(C) has been attached if applicable.


                              PART III - NARRATIVE

     State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

     The Company could not complete the consolidating and consolidated financial
statements without unreasonable effort and expense.






                           PART IV - OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

          Eric Yonenson                    516-997-1200

     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company  Act of 1940  during  the  preceding  12  months  (of for such
          shorter) period that the registrant was required to file such reports)
          been filed? If answer is no, identify report(s).        Yes |X| No | |


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     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?                             Yes |X |No | |


     If   so, attach an explanation of the anticipated  change, both narratively
          and  quantitatively,  and,  if  appropriate,  state the  reasons why a
          reasonable estimate of the results cannot be made.

     Preliminary  results of operations  for the three months ended December 31,
2003  reflect a net loss of  approximately  $150,000,  compared to net income of
$3,000 for the three months ended December 31, 2002. The increase in net loss is
primarily due to a decrease in sales for the 2003 quarter of  approximately  25%
as compared to the 2002  quarter.  Such  decrease was due, in part, to a lack of
available  financing to purchase  inventory and pay vendors.  While overhead and
personnel  reductions were instituted,  certain fixed costs could not be reduced
at the same pace.




     These results are subject to further review and adjustment.


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                       Critical Home Care, Inc.

has caused this  notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  February 17, 2004                By:  /s/ Eric Yonenson
                                        -----------------------
                                        Eric Yonenson
                                        Chief Financial Officer