U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
     [X]     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934 (No Fee Required)

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

    [  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
              EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from  _____________________ to  ______________________

                        Commission File Number: 0-30101

                                   V-GPO, INC.
                 (Name of small business issuer in its charter)

              Florida                                         59-1997168
(State or other jurisdiction of            (IRS Employer Identification Number)
Incorporation or organization)

             2150 Whitfield Industrial Way, Sarasota, Florida 34243
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (941) 727-1552

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common stock, $.0001 par value

                                (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K, [ X ].

Issuer's revenues for its most recent fiscal year: $ 488,696
                                                   ----------

The aggregate market value (closing sale price) on the OTC Bulletin Board of the
Registrant's   Common  Stock  held  by   non-affiliates  at  May  3,  2002,  was
approximately  $62,812.  For  purposes  of  computing  such  market  value,  the
Registrant  has assumed that  affiliates  include only its  executive  officers,
directors and 5% stockholders.  This  determination of affiliate status has been
made solely for the purpose of this  Report,  and the  Registrant  reserves  the
right to disclaim that any such individual is an affiliate of the Registrant for
any other purposes.

NOTE:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of May 3, 2002, 40,765,500 shares of the Registrant's common stock, par value
$.0001, were issued and outstanding.

Exhibit index appears on pages 12.


<PAGE>


                                TABLE OF CONTENTS

PART I                                                          PAGE

     Item 1     Business                                          3
     Item 2     Property                                          5
     Item 3     Legal Proceedings                                 5
     Item 4     Submission of Matters to a Vote of                5
                Security Holders

PART II

     Item 5     Market for Common Equity and Related             5
                Stockholder Matters
     Item 6     Management's Discussion and Analysis of          5
                Financial Condition and Results of
                Operations
     Item 7     Financial Statements and Schedule                8
     Item 8     Changes in and Disagreements with                8
                Accountants on Accounting and Financial
                Disclosure

PART III

     Item 9     Directors and Executive Officers of the          8
                Registrant
     Item 10    Executive Compensation                           9
     Item 11    Security Ownership of Certain Beneficial        11
                Owners and Management
     Item 12    Certain Relationships and Related Transactions  12

PART IV

     Item 13    Exhibits, Financial Statements, Schedules,      12
                and Reports on Form  8-K


SIGNATURES


<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL

     The  Company  was  incorporated  in May,  1980 in the State of Florida  and
engaged in the hotel and  restaurant  industry  from 1980 until October 1, 1990,
when the Company sold its assets and ceased operations.

     Pursuant  to an  Agreement  and Plan of  Merger  ("Agreement")  dated as of
December  6, 2001 by and  between  the  Company  and  V-GPO,  Inc.,  a  Delaware
Corporation ("V-GPO  Delaware"),  on January 1, 2002, V-GPO Delaware merged with
and into the Company,  with the Company  emerging as the  surviving  corporation
("Merger").  In consideration of the Merger, all of V-GPO Delaware's outstanding
securities were converted into 36,500,000  shares of the Company's Common Stock,
100,000  shares  of the  Company's  Series A  Preferred  Stock and  options  and
warrants equal in kind and number to those of V-GPO Delaware  (collectively  the
"Merger Consideration").

     From  1990  to  the  effective  date  of the  Merger,  the  Company  had no
operations,  but  maintained  its legal  existence with a view to its subsequent
combination  with a private  corporation  actively  engaged in a  business.  The
Company  therefore had no revenues from  operations  nor conducted any operating
activities from October,  1990 until consummating the Merger.  Effective January
1, 2002, the Company, as the surviving  corporation in the Merger,  succeeded to
the business of V-GPO Delaware. SEE BUSINESS - THE BUSINESS OF V-GPO.

     In  April,   2002,  the  Company   organized  a  wholly-owned   subsidiary,
International  Healthcare  Investments  Ltd., Inc. ("IHI Ltd.") to own,  operate
and/or manage  suburban and rural  healthcare  facilities in Texas and Oklahoma.
SEE BUSINESS - INTERNATIONAL HEALTHCARE INVESTMENTS LTD.

THE BUSINESS OF V-GPO

     V-GPO  Delaware  was  a  supply  chain  management   consulting  and  B-2-B
e-commerce  corporation servicing the healthcare industry,  including hospitals,
general purchasing  organizations,  clinics,  mail order pharmacies,  etc., that
markets and licenses software products developed  exclusively for V-GPO Delaware
by its affiliate Florida Software Systems, Inc. and its affiliates (collectively
"FSS") under a perpetual  License  Agreement  ("License")  which  provided V-GPO
Delaware with worldwide exclusivity for use of the software comprising the V-GPO
platform,  products and software tools ("V-GPO  Software")  for monthly  License
payments  of  $250,000.  SEE  FINANCIAL  STATEMENTS  - FOOTNOTE  D. The  Company
believes the V-GPO Software  enables  organizations to better attain the results
that are available  through the best use of subject  matter  expertise,  current
technology and the  application of sound  management  practices.  V-GPO Delaware
purchased title to the V-GPO Software in December,  2001 and terminated payments
under the License as of November 30, 2001. The V-GPO Software is now used by the
Company as  successor  to V-GPO  Delaware.  SEE  BUSINESS  -  PURCHASE  OF V-GPO
SOFTWARE.

     The V-GPO Software is  designed  to enable  facilities  and  suppliers  to
efficiently  buy and sell  products  on a  secure,  Internet-enabled  purchasing
solution. The Company believes the V-GPO Software enables businesses to optimize
their supply contracts using a sophisticated  rules database that allows them to
manage by exception.  The V-GPO Software is supplier  independent  thus enabling
them to  manage  all  contracts  and  purchases  transactions  from the point of
requisition  through  receipt and  provides a strong  emphasis  on the  back-end
reporting and unique,  solutions centered diagnostics of purchasing patterns and
purchase contract  utilization and optimization.  The V-GPO Software goes beyond
the simple basics of facilitating B-2-B electronic  commerce by functioning as a
Resource  Management Data Repository and Information  Systems partner,  both for
customer facilities as well as suppliers.

     The V-GPO Software  automates and  consolidates  the electronic  catalogues
from all suppliers  into a single master list of items  critical to the specific
business  enterprise.  The V-GPO Software  avoids having to surf each individual
supplier's  web site  e-commerce  application  to fulfill the  customer's  order
needs.  From  requisition to purchase order,  the system monitors each line item
for   contract   optimization,   pricing,   and   approvals   required  per  the
facility/customer  specific  purchasing rules. The customer  maintains  complete
visibility  of the status of its order as it is received  and  confirmed  by the
supplier partners. Again, as "exceptions" are noted along the way, from whatever
the source,  the business  enterprise is immediately and automatically  notified
via email to avoid any receiving dock  surprises.  With the supply chain process
in  control,  the Company  believes  the  customer  should  realize  significant
improvements in cost savings as well as buyer  satisfaction.  The V-GPO Software
resides on industry-standard  servers and is accessible by standard web browsers
requiring minimal software installation or integration at the customer site. The
Company believes that the V-GPO Software requires minimal investment of time and
capital to install, maintain and use.

     V-GPO Delaware was incorporated in May 2000 and was the  successor as a
result of a reincorporation merger with  IHI  Associates, Inc.,  a  Florida
corporation, which commenced operations in November 1997.

        The Company has 20 employees as of May 3, 2002.


PURCHASE OF V-GPO SOFTWARE

     In order to  acquire  title to the  V-GPO  Software  and to  terminate  the
perpetual  obligation  to pay  license  fees  under the  License  between  V-GPO
Delaware and FSS,  V-GPO  Delaware  entered into an  agreement  ("Software  Sale
Agreement")  for the purchase of title to the V-GPO Software from FSS, which are
owned and  controlled  by Norman  R.  Dobiesz,  the  Chairman,  Chief  Executive
Officer,  a Director  and a  principal  stockholder  of the  Company.  Under the
Software Sale  Agreement,  the purchase price for title to the V-GPO Software is
an  aggregate  of  $30,000,000,  an amount  equal to the  aggregate of 10 years'
license fees under the License ("Purchase Price"). The Company believes that the
acquisition  of title to the V-GPO  Software and  termination  of the  perpetual
monthly payment obligations under the License is preferable to continuing to pay
the $250,000 monthly payments under the License for an unlimited period of time.
The  Purchase  Price is payable in minimum  monthly  installments  of  $250,000,
subject to increase to $300,000 per month if and when accrued but unpaid license
fees under the License aggregating  $3,625,000 as of November 30, 2001 ("License
Fees") are fully  paid.  The  Purchase  Price and  License  Fees are  secured by
security  agreements  entered  into with FSS.  Prior to the full  payment of the
License Fees,  the Software Sale  Agreement  requires the Company to pay $50,000
per month against the License Fees until they are fully paid. The Purchase Price
is subject to  prepayments  under certain  circumstances.  At April 30, 2002, an
aggregate  of  $1,500,000  ($250,000  against  the License  Fees and  $1,250,000
against  the  Purchase  Price)  was due and  payable  under  the  Software  Sale
Agreement,  but unpaid by the Company.

COMPETITION

     The  markets  for  Internet-based  purchase  and sale of medical  products,
supplies and equipment and healthcare  supply chain  management are new, rapidly
evolving and intensely  competitive.  The Company's primary competition includes
e-commerce  providers  that have  established  online  marketplaces  for medical
products,  supplies and equipment.  The Company also faces potential competition
from a number of other sources.  Many  companies  that have created  websites to
serve  the  information  needs  of  healthcare   professionals  are  introducing
e-commerce  functions and supply chain management services that may compete with
the Company's services. In addition, providers of online marketplaces and online
auction services that currently focus on other industries could expand the scope
of their services to include  medical  products.  Existing  suppliers of medical
products  are also  establishing  online  marketplaces  that offer  services  to
suppliers  and  purchasers,  either on their  own or by  partnering  with  other
companies.

     Competition  is likely to intensify as the  Company's  market  matures.  As
competitive conditions intensify, competitors may:

        o enter into strategic or commercial relationships with larger, more
          established healthcare, medical products and Internet companies;

        o secure services and products from suppliers on more favorable terms;

       o devote greater resources to marketing and promotional campaigns;

       o secure  exclusive or  preferential  arrangements  with purchasers or
         suppliers that limit sales through the Company's marketplace; and

       o devote substantially more resources to website and systems development.

     Many of the  Company's  existing  and  potential  competitors  have  longer
operating  histories in the medical products market,  greater name  recognition,
larger customer bases and greater financial,  technical and marketing  resources
than the Company.  As a result of these factors,  the Company's  competitors and
potential  competitors  may be able to respond  more  quickly to market  forces,
undertake more extensive  marketing  campaigns for their brands and services and
make more attractive offers to purchasers and suppliers, potential employees and
strategic  partners.  In addition,  new  technologies  may increase  competitive
pressures.  The Company cannot assure that it will be able to maintain or expand
its customer base. The Company may not be able to compete  successfully  against
current and future competitors and competition could result in price reductions,
and/or reduced sales,  gross margins and operating margins and/or loss of market
share.

INTERNATIONAL HEALTHCARE INVESTMENTS LTD., INC.

     The  Company  has  incorporated  a wholly-owned Delaware  subsidiary,
International  Healthcare  Associates  Ltd., Inc. ("IHI Ltd."),  to own, operate
and/or manage suburban and rural healthcare  facilities in non-urban  markets in
Texas and Oklahoma.  Generally,  the Company  anticipates  that these facilities
would be the only  facility  in the  suburban  or rural  area in which  they are
located.  Because every community is unique,  there is no universal  approach to
healthcare management. IHI Ltd. is committed to creating programs,  services and
facilities  that actively  respond to fulfill the needs and required  support of
physicians who care for patients in the communities  where an IHI Ltd.  facility
is located.  The Company believes this is the best way to compete in the markets
it enters.

     Pursuant to its business  plan,  IHI Ltd.  has entered  into  non-binding
letters of intent ("Letters of Intent") to negotiate  possible purchases by IHI,
Ltd. of the assets of various rural or suburban medical facilities  including an
assisted living center, a free-standing  cancer center, an orthopedic,  physical
therapy and MRI facility and a 32 bed  hospital.  The Letters of Intent  provide
that any  transaction  may be effected  only  pursuant to terms,  covenants  and
conditions to be negotiated and contained in a definitive  agreement.  There can
be no  assurance  that IHI,  Ltd.  will  successfully  enter  into a  definitive
agreement  with any  prospective  seller  or that  the  numerous  conditions  to
consummate the transfer of assets under such a definitive agreement,  if entered
into, would ever be satisfied.

     In order to finance  IHI Ltd.'s  acquisitions  of medical  facilities,  the
Company has entered into an engagement  letter with a funding  source to arrange
financings of up to $100,000,000 debt and $10,000,000  equity  (collectively the
"Financings").  There can, however, be no assurance that the funding source will
be able to arrange the  Financings  on terms and  conditions  acceptable  to the
Company,  or that if arranged,  the Company will be able to  successfully  close
these Financings.

ITEM 2. PROPERTY

     The Company's  headquarters and administrative  offices are located at 2150
Whitfield  Industrial Way in Sarasota,  Florida where it rents office space on a
month to month basis for $3,100 a month from an affiliate.  Its  operations  and
marketing  functions  are  administered  from  an  office  located  at  5525  N.
MacArthur,  Suite 680 in  Irving,  Texas  which it leases  for  $10,552 a month,
subject to adjustment.

ITEM 3. LEGAL PROCEEDINGS

     There is no known litigation  pending against the Company.  The Company has
recognized a liability  recorded at $4,134 payable under a recission  offer made
to and  accepted by certain  stockholders  in 1989 which  remains  unpaid.  This
liability  has accrued  interest at the rate of 6% per annum which also  remains
unpaid as of the date of this Report on Form 10-KSB.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER

     On December 19, 2001, the Company's Board of Directors unanimously approved
the  following  actions  relative  to the  merger of  V-GPO,  Inc.,  a  Delaware
corporation  ("V-GPO  Delaware"),  with  and into the  Company  ("Merger"):  (1)
increasing the authorized  common stock of the Company to 100,000,000 with a par
value of $0.0001 ("Common Stock") and creating a class of preferred stock, $.001
par value, with 20,000,000 shares authorized  ("Preferred  Stock"); (2) changing
the name of the Company to V-GPO, Inc.; (3) creating a series of Preferred Stock
designated as Series A Preferred Stock with voting rights equal to 400 votes per
share;  and (4) merging V-GPO Delaware with and into the Company and issuing the
Merger  Consideration  (collectively  the  "Actions").  The  Company  thereafter
received  written consent to the Actions from the holders of a majority of votes
entitled to be cast on the Actions with respect to the outstanding shares of the
Company's  Common  Stock in  accordance  with  Section  607.0704  of the Florida
Business Corporation Act. Each of the Actions became effective January 1, 2002.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

     Although  the  Company's  Common  Stock  is  eligible  for  trading  in the
over-the-counter  market,  including  quotation  on  the  NASD  Over-The-Counter
Bulletin  Board,  there is no active,  public  trading  market for the Company's
Common Stock and the Company cannot assure that one will develop in the future.

     The Company has  registered  1,797,097  shares of common  stock in a public
offering  registered  on Form S-1 with the  Securities  and Exchange  Commission
which went effective on October 31, 1989. These shares consist of 380,430 shares
owned by certain shareholders and 1,416,667 treasury shares.

HOLDERS

     The Company has  approximately  1,000 holders of its outstanding  shares of
Common Stock.

DIVIDENDS

     The holders of Common Stock are entitled to share ratably in dividends when
and as  declared  by the  board  of  directors  out of funds  legally  available
therefore.  The  Company  intends to retain any future  earnings  for use in its
operations and therefore does not expect to pay any cash dividends on its Common
Stock in the foreseeable future.

ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

                 FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This Form 10-KSB contains forward-looking statements made pursuant to
the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such
statements consist of any statement other than a recitation of historical facts
and can be identified by words such as "may," "except," "anticipate,"
"estimate," "hopes," "believes," "continue," "intends," "seeks," "contemplates,"
"suggests," "envisions," or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are based largely on
the Company's expectations and are subject to a number of risks and
uncertainties, including but not limited to, those risks associated with
economic conditions generally and economically in those areas where the Company
has or expects to have assets and operations; competitive and other factors
affecting the Company's operations, markets, products and services; those risks
associated with the Company's ability to successfully negotiate with certain
customers; associated costs arising out of the Company's activities and the
matters discussed in this Form 10-KSB; risks relating to changes in interest
rates and in the availability, cost and terms of financing; risks related to the
performance of financial markets; risks related to changes in domestic laws,
regulations and taxes; risks related to changes in business strategy or
development plans; risks associated with future profitability; and other factors
discussed elsewhere in this Form 10-KSB and in documents filed by the Company
with the Securities and Exchange Commission. Many of these factors are beyond
the Company's control. Actual results could differ materially from these
forward-looking statements. In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained in this Form
10-KSB will, in fact, occur. The Company does not undertake any obligation to
revise these forward-looking statements to reflect future events or
circumstances and other factors discussed elsewhere in this Report and the
documents filed or to be filed by the Company with the Securities and Exchange
Commission.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

     The  following is a discussion  of the  financial  condition and results of
operations of the Company as of the date of this  Registration  Statement.  This
discussion  and analysis  should be read in  conjunction  with the  accompanying
audited  Financial  Statements of the Company  including the Notes thereto which
are included elsewhere in this Form 10-KSB.

                                     GENERAL

     Epicure  Investments,  Inc. (the  "Company") was  incorporated in May 1980,
under the laws of the State of Florida.  The Company was a hotel and  restaurant
operation from 1980 until October 1, 1990, when the Company's management decided
to sell its assets and cease  operations.  The Company has  maintained its legal
existence, but has not conducted operations since 1990.

     On December 6, 2001 the Company entered an agreement and plan of merger
with V-GPO, Inc. ("V-GPO Delaware"), a company incorporated under the laws of
the state of Delaware. Effective with the merger, all previously outstanding
stock of V-GPO Delaware was exchanged for stock of the Company resulting in the
previous security holders of V-GPO Delaware owning approximately 93% of the
Common Stock, 100% the Series A Preferred Stock of the Company, in an exchange
ratio of 1 share of VGPO common stock for 1 share of the Company's common stock,
and 1 share of V-GPO Series A Preferred Stock for 1 share of Company Series A
Preferred Stock. As a result of the acquisition, there was a change in control
of the Company, a public entity.

     The  Company  is  a  business  solutions  organization  providing  software
business   intelligence   tools  for  supply  chain  management   excellence  in
healthcare.  The Company  incorporated  IHI Ltd. in April,  2002 to own, operate
and/or manage non-urban healthcare facilities in Texas and Oklahoma.

     The VGPO purchasing solution enables businesses to optimize their
supply contracts using a sophisticated rules database that allows them to manage
by exception. The system is completely supplier independent thus enabling them
to manage all contracts and purchase transactions from the point of requisition
through receipt. VGPO provides a strong emphasis in the back end reporting and
unique, solutions centered diagnostics of purchasing patterns and purchase
contract utilization and optimization.

     Although  VGPO-Delaware  has  experienced  growth  in  revenues  since  the
inception of operations in 1998, it has  experienced  losses in each year of its
operations,  and,  there can be no assurance,  that, in the future,  the Company
will sustain revenue growth or achieve profitability.

     The Company  has  identified  several  steps it feels will begin to move it
toward profitability:

        o provide timely and adequate working capital for the development and
          distribution of its proprietary software products

        o control all-around general overhead cost




                              RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2001 AND 2000

REVENUES

     The  Company's  total  revenues  were $ 488,696 for the twelve month period
ended  December 31, 2001 compared to $279,318 for the same period ended December
31, 2000, a increase of $ 209,378, or 42 %. The increase is attributable to more
revenues from consulting services rendered to customers in 2001.

COST OF SALES

     The Company's cost of sales were $ 2,900,000 in 2001 compared to $1,064,500
in 2000, an increase of  $1,835,500  or 172%.  The increase is attributed to the
hiring of new  personnel  in  anticipation  of  operationalizing  the  Company's
business plan over the next 24-36 months.

OPERATING EXPENSES

     The Company's  operating  expenses  increased $ 709,073 from $1,758,156 for
the year ended  December  31, 2000  compared to $ 2,467,229  for the same period
ended December 31, 2001, or 40%. Selling,  general and  administrative  expenses
for the  twelve-month  period ended  December 31, 2001  increased $ 435,717 from
$1,258,167   in  2000  to   $1,693,884,   or  34%.  The  selling,   general  and
administrative  expenses  increase  is also  attributed  to the  support  of the
Company's  active  pursuit of new business.  The increase was due to the Company
incurring legal, consulting, and financial advisory fees and costs in connection
with the  marketing  of its  proprietary  software  products.  Depreciation  and
amortization  expense for the year ended December 31, 2001 decreased $8,072 from
$428,632  in  2000 to  $420,560.  The  decrease  was  due to  normal  accounting
treatment in 2001.  As the Company  continues to expand,  the Company will incur
additional  costs for personnel.  In order for the Company to attract and retain
quality personnel, the Company anticipates it will continue to offer competitive
salaries and grant Company stock options to current and future employees.

     Interest  expense for the  twelve-month  period ended December 31, 2001 was
$352,785,  an  increase of $ 281,429,  from $ 71,356 for the same  period  ended
December 31, 2000. The increase in interest expense is due to more the placement
of the convertible notes payable during the year ended December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

DECEMBER 31, 2001

     As of December  31,  2001,  the Company  had a working  capital  deficit of
$6,924,592  compared to a deficit of  $2,245,949 at December 31, 2000, a deficit
increase of $4,678,643. The increase in working capital deficit is attributed to
continued startup company's usual growing pains.

     As a result of our operating losses, the Company  generated a cash flow
deficit of $1,225,722 from operating  activities during the twelve-month  period
ended December 31, 2001. The cash flow deficit is primarily  attributable to the
Company's net loss from operations of $4,878,533  adjusted for  depreciation and
amortization of $420,560 and common stock issued for services of $37,000.

     Cash flows used in investing  activities for the twelve-month  period ended
December 31, 2001 consisted  primarily of the  acquisition of $3,649 of computer
and other related equipment

     Cash flows  provided by financing  activities  were  $1,224,700  during the
twelve-month  period ended  December 31, 2001.  The Company  repaid $ 0 of funds
previously advanced to the Company by related parties.

     The Company is in the process of  identifying  possible  debt and/or equity
financing  sources.  The Company plans on entering into the healthcare  business
through  ownership and/or management of healthcare  facilities.  The Company has
identified potential areas for one or more acquisitions and has held discussions
with both debt financing  companies as well as various private equity investors.
Although the Company  expects  that by December 31, 2002 it will have  concluded
one or more of  these  transactions,  there  is no  assurance  that any of these
transactions  will close, or, if they close,  that the closings will be on terms
satisfactory to the Company.

     The  independent auditors report on the Company's  December  31,  2001
Financial  Statements  included in this report states that the Company's working
capital deficiency and shareholders deficit raise substantial doubts about the
Company's ability to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

     In 2000, the Company adopted the provisions of EITF 00-2. The pronouncement
indicates that costs incurred in connection with operating a web site are period
expenses. Upgrades and enhancements that add functionality should be expensed or
capitalized based upon the general model of SOP 98-1. At the end of the year the
company had not incurred any capitalized web development expenditures.

     In March 2000, the FASB issued  interpretation No. 44 (FIN 44), "Accounting
for Certain Transactions Involving Stock Compensation,  an Interpretation of APB
Opinion  No.  25".  FIN 44  clarifies  the  application  of APB 25 for  (a)  the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a  plan  qualifies  as a  noncompensatory  plan,  (c)  the
accounting  consequences  of various  modifications  to  previously  fixed stock
option or award,  and (d) the accounting  for an exchange of stock  compensation
awards in a business  combination.  FIN 44 is effective July 2, 2000 but certain
conclusions  cover specific  events that occur after either December 15, 1999 or
January 12, 2000. The adoption of FIN 44 did not have an affect on the Company's
financial  statements  but may  impact  the  accounting  for grants or awards in
future periods.

     In July 2001, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards FAS 141, "Business  Combinations" ("FAS 141") and
FAS 142,  "Goodwill and Other Intangible  Assets" ("FAS 142"). FAS 141 addresses
the initial  recognition and measurement of goodwill and other intangible assets
acquired in a business  combination.  FAS 142 addresses the initial  recognition
and measurement of intangible assets acquired outside of a business combination,
whether  acquired  individually  or  with a  group  of  other  assets,  and  the
accounting and reporting for goodwill and other intangibles  subsequent to their
acquisition.  These  standards  require all future  business  combinations to be
accounted for using the purchase  method of accounting.  Goodwill will no longer
be amortized but instead will be subject to impairment  tests at least annually.
The Company is required to adopt FAS 141 and FAS 142 on a  prospective  basis as
of January 1, 2002; however,  certain provisions of these new standards may also
apply to any acquisitions  concluded subsequent to June 30, 2001. As a result of
implementing these new standards,  the Company will discontinue the amortization
of goodwill as of  December  31,  2001.  The Company  does not believe  that the
adoption  of FAS 141 and 142 will have a  material  impact  on its  consolidated
financial statements

     In October  2001,  the  Financial  Accounting  Standards  Board  issued FAS
144,"Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets"  ("FAS
144"). FAS 144 addresses  financial  accounting and reporting for the impairment
or disposal of long-lived assets. This statement supersedes FAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" ("FAS 121") and  related  literature  and  establishes  a single  accounting
model,  based on the framework  established in FAS 121, for long-lived assets to
be disposed  of by sale.  The Company is required to adopt FAS 144 no later than
January 1, 2002.  The Company does not believe that the adoption of FAS 144 will
have a material impact on its consolidated financial statements.

ITEM 7. FINANCIAL STATEMENTS

     Financial  statements  as of and for the years ended  December 31, 2001 and
December  31, 2000 are  presented  in a separate  section of this Report on Form
10-KSB following the information in Part IV.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE


     On January 17, 2002, the Company dismissed its certifying accountant,  Gary
Kriner,  CPA ("Kriner").  Kriner's  reports on the financial  statements for the
years  ended  June 30,  2001 and 2000 did not  contain  an  adverse  opinion  or
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit scope or  accounting  principles.  The  decision to change its  certifying
accountant  was approved by the Company's  Board of Directors.  During the years
ended June 30, 2001 and 2000, and the subsequent  interim period through January
17, 2002, the Company has not had any disagreements with Kriner on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.  The Company has engaged Stefanou & Company LLP ("Stefanou")
as its  certifying  accountant as of January 17, 2002 for the  Company's  fiscal
year  ending  December  31,  2001.  The  Company  has  not  consulted   Stefanou
previously.

     Kriner's letter, which is required pursuant to Item 304(a)(3) of
Regulation S-B, is attached as an Exhibit to the Company's Report on Form 8-K/A
filed January 30, 2002.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     The following table sets forth the names, ages and positions of the current
directors and executive officers of the Company:


     NAME                AGE                   POSITION
-------------------------------------------------------------------------------
Norman R. Dobiesz        54       Chairman, Chief Executive Officer and a
                                  Director
-------------------------------------------------------------------------------
Samuel A. Greco          50       President, Chief Operating Officer and a
                                  Director
-------------------------------------------------------------------------------
Sunasir Sen              42       Executive Vice President - Finance and Chief
                                  Financial Officer
-------------------------------------------------------------------------------
Edward E. Carty, Jr.     53       Vice President
-------------------------------------------------------------------------------
Michael J. Kuhn          42       Vice President
-------------------------------------------------------------------------------

     All directors hold office for one year or until the election or appointment
of their successors. Directors receive no compensation for serving on the board,
but may be reimbursed reasonable expenses for attending meetings upon submission
to the  Company of  appropriate  written  documentation.  Officers  are  elected
annually by the Company's  Board of Directors and serve at the discretion of the
board or until their successors are elected.

     NORMAN R. DOBIESZ is the Chairman, Chief Executive Officer,  Director and a
principal  shareholder of the Company responsible for the headquarters  function
in  Florida.  Since  1991,  Mr.  Dobiesz  has served as a  Director  and is also
currently  Senior Vice President  Business  Development  of Teltronics,  Inc., a
publicly-held  telecommunications company. Mr. Dobiesz is President and owner of
Florida  Software  Systems,  Inc. and its  affiliates  which  developed the VGPO
Software. SEE ITEM 1. BUSINESS - PURCHASE OF VGPO SOFTWARE.

     SAMUEL  A.  GRECO  is a  founder  and was the  President,  Chief  Operating
Officer, Director and a principal shareholder of the Company responsible for the
operations and marketing  functions of VGPO Delaware  conducted at its office in
Dallas, Texas. Mr. Greco has held various management positions in the healthcare
industry during the last 25 years,  including several  executive  positions with
Columbia/HCA  Healthcare  Corporation now known as HCA - The Healthcare  Company
("Columbia")  from 1989 to August 1997.  He resigned his position as Senior Vice
President  of  Financial  Operations  of  Columbia  in  August  1997  to  pursue
consulting and other  opportunities  in the healthcare  industry by applying his
experience in the application of supply chain  strategies.  While with Columbia,
Mr. Greco elevated the area of Materials  Management to a core  competency  that
became a strategic  advantage to Columbia,  and launched Columbia's supply chain
initiative,  recognizing  how supply  cost and other costs  would  benefit  from
scale,  discipline  and process  improvement.  He has become one of the industry
leaders  in  successfully   applying  these  supply  chain  strategies,   vendor
partnering and logistics  management to improve results and provide  significant
savings.  Mr. Greco holds a Bachelor of Science degree in Accounting from Bryant
College and is a frequent speaker at various healthcare symposiums.

     SUNASIR SEN, who is Executive Vice President - Finance and Chief  Financial
Officer of the Company,  has been an investment banking professional for over 20
years and was the Managing Director of Prudential Securities' Investment Banking
Group   for  the   healthcare   industry.   Mr.   Sen  was  an   innovator   and
early-practitioner  of healthcare  receivables  financing,  and, in  particular,
perfected  the  securitizing  of  healthcare  receivables  which  revolutionized
healthcare industry financing practices.

     EDWARD E. CARTY,  JR. is a Vice  President of the Company  responsible  for
national  account  representation,  GPO  relations,  minority  GPO  development,
customer relations,  supplier relations and subject matter expert communications
since approximately November 1997. Mr. Carty has over twenty years experience in
senior level materials management positions with large for profit and non-profit
healthcare  companies  including  Hospital  Affiliates  International,  Republic
Health Corporation, Lutheran Health Systems and seven years with Columbia.

     MICHAEL J. KUHN is a Vice President of the Company  responsible for product
installation  and  implementation,  customer  training and  education,  customer
service,  supply chain systems operations,  productivity  systems operations and
customer  relations  since  November  1997.  Mr.  Kuhn  has over  fifteen  years
experience in leadership  positions to enhance operational  effectiveness with a
variety of  organizations  including  seven  years with  Columbia.  Mr. Kuhn has
considerable  experience in working with all levels in  organizations to improve
operational  effectiveness  through his knowledge of information,  benchmarking,
process  flow  diagnostics,  scheduling  and  logistics,  methods  improvements,
staffing and productivity  management.  Mr. Kuhn works closely with the software
designers  and servicing  personnel to  coordinate  the delivery of the software
services to the Company's customers.

ITEM 10.  EXECUTIVE COMPENSATION

     The following  tables set forth  information  regarding the annual and long
term compensation paid by the Company's predecessor,  V-GPO Delaware, during the
years indicated to the Chief Executive Officer,  the Chief Operating Officer and
its other most  highly paid  executive  officers  whose  total  salary and bonus
exceeded $100,000 for the year ended December 31, 2001 (collectively, the "Named
Officers").

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                               Securities
   Name and                                                      Restricted    Underlying
   Principal                                     Other Annual      Stock        Options/       LTIP      All Other
   Position       Year     Salary     Bonus    Compensation(1)     Awards        SARs(#)      Payouts   Compensation
---------------- ------- ----------- --------- ----------------- -----------  -------------- --------- --------------
<S>              <C>      <C>        <C>       <C>               <C>          <C>            <C>        <C>
Norman R.         2001    $106,435(2)   -             -              -              -            -            -
Dobiesz,          2000      (2)         -             -              -              -            -            -
Chairman & CEO    1999      (2)         -             -              -              -            -            -
---------------- ------- ----------- --------- ----------------- ----------- --------------- --------- --------------
Samuel A. Greco   2001    $106,435(3)   -             -              -              -            -            -
President and     2000      (3)         -             -              -              -            -            -
COO               1999      (3)         -             -              -              -            -            -
---------------- ------- ----------- --------- ----------------- ----------- --------------- --------- --------------
Edwin E.          2001    $120,000      -             -              -              -            -            -
Carty, Jr.,       2000    $120,000      -             -              -              -            -            -
Vice President    1999    $120,000      -             -              -        50,000 shares      -            -
---------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
Michael J. Kuhn   2001    $120,000      -             -              -              -            -            -
Vice President    2000    $120,000      -             -              -              -            -            -
                  1999    $120,000      -             -              -        50,000 shares      -            -
---------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
</TABLE>

(1)  Certain personal benefits that aggregate less than ten percent of total
     cash compensation of any executive officer or which cannot be readily
     ascertained are not included.

(2)  Mr. Dobiesz has waived all unpaid cash compensation payable from the
     inception of V-GPO Delaware through September 30, 2001. Includes $106,435
     that was accrued but not paid during 2001.

(3)  Mr. Greco has waived all unpaid cash compensation payable from the
     inception of V-GPO Delaware through September 30, 2001. Includes $106,435
     that was accrued but not paid during 2001.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                             Number of         % of Total
                             Securities       Options/SARs
                             Underlying        Granted to        Exercise
                            Options/SARs      Employees in       or Base         Expiration
      Name                   Granted (#)       Fiscal Year      Price ($/Sh)        Date
----------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>               <C>
Norman R. Dobiesz(1)             -                 -                -                -
----------------------------------------------------------------------------------------------
Samuel A. Greco(1)               -                 -                -                -
----------------------------------------------------------------------------------------------
Edwin E. Carty, Jr. (2)          -                 -                -                -
----------------------------------------------------------------------------------------------
Michael J. Kuhn(3)               -                 -                -                -
----------------------------------------------------------------------------------------------
</TABLE>

(1)  No options or SARs have been granted to Mr. Dobiesz or to Mr. Greco.
(2)  No options or SARs were granted Mr. Carty in 2001.
(3)  No options or SARs were granted to Mr. Kuhn in 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES


<TABLE>
<CAPTION>
                                                                Number of
                                                                Securities          Value of
                                                                Underlying         Unexercised
                                                                Unexercised        In-the-Money
                                                               Options/SARs at    Options/SARs at
                                                               FY-Ended (#) (1)    FY-End (#) (1)
-------------------------------------------------------------------------------------------------
           Name             Shares Acquired     Value          Exercisable/       Exercisable/
                            on Exercise (#)    Realized (S)    Unexercisable      Unexercisable
-------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>              <C>              <C>
Norman R. Dobiesz(1)             -                -                 -                   -
-------------------------------------------------------------------------------------------------
Samuel A. Greco(1)               -                -                 -                   -
--------------------------------------------------------------------------------------- ---------
Edwin E. Carty, Jr. (2)          -                -           10,000/40,000             % (2)
-------------------------------------------------------------------------------------------------
Michael J. Kuhn(3)               -                -           10,000/40,000             % (3)
-------------------------------------------------------------------------------------------------
</TABLE>

(1)  No options have been granted to Mr. Dobiesz or to Mr. Greco.
(2)  None of the options granted to Mr. Carty were in the money on
     December 31, 2001.
(3)  None of the options granted to Mr. Kuhn were in the money on
     December 31, 2001.

EXECUTIVE EMPLOYMENT AGREEMENTS

     Effective  March 1, 2002,  Messrs.  Dobiesz and Greco entered into ten year
employment agreements (the "Executive  Employment  Agreements") with the Company
that replaced prior employment agreements scheduled to expire May 31, 2004 which
were  renewable  by the  employee  for up to two (2)  additional  five  (5) year
periods ("Prior Employment Agreements"). The Executive Employment Agreements are
terminable  by the  Company  for  certain  "for  cause"  events.  The  Executive
Employment Agreements provide for initial base compensation of $600,000 per year
with  $75,000  increases  scheduled  for  the 1st day of  January  of each  year
commencing January 1, 2003. The Company has the right to include Messrs. Dobiesz
and  Greco  in any  supplementary  bonus  or  other  benefits  in the  Company's
discretion.  Messrs.  Dobiesz and Greco have waived all unpaid cash compensation
under the Prior Employment  Agreements from inception through December 31, 2001.
The Company  has agreed to register  the shares of the  Company's  Common  Stock
Messrs.  Dobiesz and Greco own in any future registration  statement the Company
may file.

     On April 25, 2002,  the Company  entered  into a three (3) year  Employment
Agreement  with  Sunasir  Sen  effective  as  of  April  25,  2002  ("Employment
Agreement").  Under the Employment  Agreement,  which is terminable  upon thirty
(30) days prior written notice, Mr. Sen will act as Executive Vice President and
Chief Financial  Officer of the Company for a base  compensation of $250,000 per
year ("Base  Compensation").  The Base Compensation shall not be paid, but shall
be accrued  until Mr. Sen has  arranged  and the Company  has  received at least
$25,000,000  debt and/or equity finance.  The Base  Compensation is scheduled to
increase by $25,000 each year commencing April 1, 2003.

1999 INCENTIVE STOCK OPTION PLAN

     The Company adopted an Incentive Stock Option Plan, as amended  ("Plan") to
enhance  the  Company's  ability to retain the  services  of key  personnel  and
encourage  such employees to own stock in the Company.  The Plan  authorizes the
Board of Directors,  at its  discretion,  to grant incentive stock options under
the Internal  Revenue Code of 1986, as amended,  to key employees of the Company
or its  subsidiaries.  The Plan is  administered by the Board of Directors which
has full power and authority to designate  Participants,  to determine the terms
and provisions of respective option agreements (which need not be identical) and
to interpret the provisions of the Plan. The Plan became effective March 1, 1999
and will terminate  February 28, 2009 unless earlier  terminated by the Board of
Directors or extended by the Board with approval of the stockholders.

     An aggregate of 4,999,995 shares of the Company's Common Stock may be
issued or transferred to grantees under the Plan. If there is a stock split,
stock dividend or other relevant change affecting the Company's shares,
appropriate adjustments will be made in the number of shares that may be issued
or transferred in the future and in the number of shares and price of all
outstanding grants made before such event. The option price shall not be less
than the fair market value of the Company's Common Stock on the date of grant,
unless the grantee is the holder of more than 10% of the voting power of all
classes of stock of the Company, in which case the option price shall not be
less than 110% of the fair market value of the stock on the date of grant.

     Options  may be  exercised  solely by the  Participant  or his or her legal
representative during his or her employment with the Company, or any subsidiary,
or after his or her death by the person or persons entitled thereto under his or
her will or the laws of descent and distribution. In the event of termination of
employment for any reason other than death,  permanent  disability as determined
by the Board, or retirement with the consent of the Company,  Options may not be
exercised by the Participant or his or her legal  representative and shall lapse
effective  upon the earlier to occur of (i) notice of employment  termination or
(ii) last day of employment with the Company or any Subsidiary.

     During 2001, the Company did not issue any options under the Plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership of shares of the Company's equity  securities as of May 3, 2002 by (i)
all shareholders known to the Company to be beneficial owners of more than 5% of
the  outstanding  Common Stock;  (ii) each director and executive  officer;  and
(iii) all officers and directors of the Company as a group.

<TABLE>
<CAPTION>


 Name and Address(1) of                                   Amount and Nature of       Percent of
 Beneficial Ownership              Title of Class         Beneficial Ownership       Class(2)(6)
--------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                       <C>
Norman R. Dobiesz (3)              Common Stock           19,562,500 shares           49.7%
Chairman, Chief Executive        Series A Preferred          100,000 shares            100%
Officer and Director                   Stock
--------------------------------------------------------------------------------------------------
Samuel A. Greco                     Common Stock              11,812,500              30.0%
President, Chief Operating
Officer and Director
--------------------------------------------------------------------------------------------------
Edwin E. Carty, Jr. (4)                  -                          -                   -
Vice President
--------------------------------------------------------------------------------------------------
Michael J. Kuhn(5)                       -                          -                   -
Vice President
--------------------------------------------------------------------------------------------------
Southward Investments, LLC(6)       Common Stock              3,109,321                7.9%
2541 Monroe Avenue
Rochester, NY 14615
--------------------------------------------------------------------------------------------------
All executive officers and          Common Stock             31,375,000 shares        79.7%
directors as a Group (4 persons)   Series A Preferred          100,000 shares          100%
                                      Stock
--------------------------------------------------------------------------------------------------
</TABLE>

(1)  The address of all directors and officers identified above is the address
     of the Company at 2150 Whitfield Industrial Way, Sarasota, Florida 34243.

(2)  The percentages are calculated based upon 39,348,833 shares of Common Stock
     issued and outstanding after exclusion of 1,416,667 issued shares held in
     treasury and do not include an aggregate of 1,293,325 shares of Common
     Stock that may be issued (a) upon exercise of outstanding warrants to
     purchase 643,325 shares of Common Stock, warrants that may be issued to
     purchase 400,000 shares of Common Stock and (b) outstanding options to
     purchase 250,000 shares of Common Stock. Unless otherwise indicated, it is
     assumed that all shares are owned directly.

(3)  Includes 19,187,500 shares owned by Kinsale, L.P., a limited partnership
     owned and  controlled by Mr.  Dobiesz and 375,000 of the aggregate  500,000
     shares owned by MedTel  Services,  Inc., a corporation of which Mr. Dobiesz
     owns 75% of the issued and outstanding shares of Common Stock.

(4)  Excludes an aggregate of 50,000 shares issuable upon exercise of options.

(5)  Excludes an aggregate of 50,000 shares issuable upon exercise of options.

(6)  Assumes payment of the purchase price for 3,000,000 shares of the Common
     Stock of the Company sold under a December, 2001 Stock Purchase Agreement

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Effective  March 1, 2002, the Company entered into ten (10) year employment
agreements  with  Norman R.  Dobiesz,  Chairman  and CEO and  Samuel  A.  Greco,
President and COO. SEE EXECUTIVE COMPENSATION - EMPLOYMENT AGREEMENTS.

     Entities controlled by Norman R. Dobiesz,  the Company's Chairman,  CEO and
     principal shareholder, were advanced $944,884 in 2001 and $730,120 in
2000.

         The Company rents space in Sarasota, Florida on a month to month basis
from an affiliate for $3,100 a month.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report:

          (1) Financial Statements:

          The  financial  statements  filed on part of this report are listed on
the Index to Financial Statements on Page F-2.

     All financial  statement  schedules have been omitted  because the required
information is shown in the consolidated  financial  statements or notes thereto
or they are not applicable.

     (b) Reports on Form 8-K:

              No Reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended December 31, 2001.

     (c) Exhibits:


EXHIBIT                               DESCRIPTION

  2.1          Agreement  and Plan of  Merger  by and  between  V-GPO, Inc.
               and Epicure  Investments, Inc. dated December 6, 2001. Filed as
               Exhibit 2.1 to V-GPO's Form 8-K filed January 15, 2002.

  3.1          Restated Articles of Incorporation of V-GPO, Inc., as amended.
               Filed as Exhibit 3.1 to V-GPO's Form 8-K filed January 15, 2002.

  3.2          Articles of Amendment to Articles of Incorporation of V-GPO,
               Inc., as amended.  Filed as Exhibit 3.2 to V-GPO's Form 8-K filed
               January 15, 2002.

 10.1          Software Sale Agreement dated December 12, 2001, by and between
               V-GPO, Inc. and Florida Software  Systems,  Inc. Filed as Exhibit
               10.1 to V-GPO's Form 8-K/A filed January 30, 2002.

 10.2          Promissory Note in the principal amount of $30,000,000 dated
               December  12,  2001  executed by V-GPO,  Inc.  payable to Florida
               Software Systems Corporation,  Home Healthcare Alliance, Inc. and
               Home Health  Plan,  Inc.  Filed as Exhibit  10.2 to V-GPO's  Form
               8-K/A filed January 30, 2002.

 10.3          Specimen of Bridge Note. Filed as Exhibit 10.3 to V-GPO's Form
               8-K/A filed January 30, 2002.

 10.4          Line of Credit Note. Filed as Exhibit 10.4 to V-GPO's Form 8-K/A
               filed January 30, 2002.

 10.5          Employment Agreement effective as of March 1, 2002 by and
               between V-GPO, Inc. and Norman R. Dobiesz.  Filed as Exhibit 10.5
               to V-GPO's Form 8-K/A filed January 30, 2002.

 10.6          Employment Agreement effective as of March 1, 2002 by and
               between V-GPO, Inc. and Samuel A. Greco. Filed as Exhibit 10.6 to
               V-GPO's Form 8-K/A filed January 30, 2002.

 16.1          Letter from Gary Kriner, CPA dated January 30, 2002. Filed as
               Exhibit 16.1 to V-GPO's Form 8-K/A filed January 30, 2002.

 21            List of Subsidiaries.*

 23            Consent of Independent Certified Public Accountants, Stefanou &
               Company LLP.*

(*)            Filed as an Exhibit to this Annual Report on Form 10-KSB for the
               fiscal year ended December 31, 2001.



<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2001 AND 2000

                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                                   V-GPO, INC.


                                      F-1


<PAGE>

                                   V-GPO, Inc.

                          INDEX TO FINANCIAL STATEMENTS

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


                                                                    PAGE NO.
                                                                  ------------
Report of Independent Certified Public Accountants                    F-3

Balance Sheets at December 31, 2001 and 2000                        F-4 - F-5

Statement of Losses for the Years Ended December
 31, 2001 and 2000                                                     F-6

Statement of Deficiency in Stockholders' Equity
for the Two Years Ended December 31, 2001                              F-7

Statement of Cash Flows for the Years Ended
December 31, 2001 and 2000                                             F-8

Notes to Financial Statements                                      F-9 to F-22



                                      F-2

<PAGE>


                             STEFANOU & COMPANY, LLP

                          CERTIFIED PUBLIC ACCOUNTANTS

                                1360 Beverly Road
                                    Suite 305
                              McLean, VA 22101-3621
                                  703-448-9200
                               703-448-3515 (fax)

                                                             Philadelphia, PA
--------------------------------------------------------------------------------

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
V-GPO, Inc.
Sarasota, FL

         We have audited the accompanying balance sheets of V-GPO, Inc. as of
December 31, 2001 and 2000 and the related statements of losses, deficiency in
stockholders' equity, and cash flows for each of the two years in the period
ended December 31, 2001. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based upon our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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 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 V-GPO, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 2001, and December
31, 2000, in conformance with accounting principles generally accepted in the
United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note P, the
Company is experiencing difficulty in generating sufficient cash flow to meet it
obligations and sustain its operations, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note P. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                               /s/ STEFANOU & COMPANY, LLP
                                               ------------------------------
                                               Stefanou & Company, LLP
                                               Certified Public Accountants

McLean, Virginia
April 5, 2002





                                      F-3

<PAGE>


                                   V-GPO, INC.
                                  BALANCE SHEET
                           DECEMBER 31, 2001 AND 2000

                                                            2001         2000
                                                       -----------   ----------
                ASSETS

        Current Assets:
          Cash                                         $       200     $   4,871
          Employee Advances                                 52,938        52,938
          Advances to Related Parties (Note L)             944,884       730,120
          Prepaid expenses and other                         9,944         9,944
                                                       -----------     ---------
          Total Current Assets                           1,007,967       797,874

       Property, Plant & Equipment
          Property, Plant & Equipment                       55,129        51,480
          Less:  Accumulated Depreciation                   21,166         8,097
                                                       -----------     ---------
                                                            33,964        43,383

       Other Assets
          Financing Costs, less amortization
          costs of $547,483 and $422,653 at
          December 31, 2001 and 2000,
          respectively                                      22,582       112,412

          Cost in Excess of Net Asset Acquired,
          less mortization costs of $250,000
          at December 31, 2001                          29,750,000            -

          Software Development, less amortization
          costs of $38,640 and $0 at December 31,
          2001 and 2000, respectively (Note B)             734,158       604,019
                                                       ------------    ---------
                                                        30,506,740       716,431

                                                       $31,548,670    $1,557,688
                                                       ===========   ===========



                 See accompanying notes to financial statements





                                      F-4
<PAGE>



                                   V-GPO, INC.
                                  BALANCE SHEET
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                2001            2000
                                                                ----            ----
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
<S>                                                        <C>              <C>
Current Liabilities:
   Accounts Payable and accrued liabilities                 $   892,876      $ 137,767
   Long term liabilities, current portion                     3,250,000              -
   Advances from related parties (Note C)                     1,224,700        151,073
   Convertible Notes Payable (Note E)                         1,779,983      1,779,983
   Line of Credit (Note F)                                      185,000              -
   License Fees Due FSS, current portion                        600,000       975,000
                                                             -----------    -----------
   Total Current Liabilities                                  7,932,559      3,043,823

Long Term Liabilities (Note G)                               26,700,000              -
License Fees Due FSS (Note D)                                 3,025,000

Commitments and Contingencies (Note K )                               -              -


Deficiency in Stockholders' Equity (Note H):
Preferred Stock, par value $ 0.001
per share; 20,000,000 shares authorized; 100,000
and none issued at December 31, 2001 and 2000,
respectively                                                          -              -

Series A Preferred Stock, par value $ 0.001 per
share; 100,000 shares authorized; 100,000 issued
at December 31, 2001 and 2000, respectively                         100            100

Common Stock, par value $ 0.0001 per share;
100,000,000 shares authorized; 36,500,000 and
32,000,000 shares issued at December 31, 2001 and
2000, respectively                                                3,650          3,200

Additional paid in Capital                                    4,220,926      1,515,597
Common Stock Subscription Receivable                         (2,500,000)             -
Accumulated Deficit                                          (7,883,565)    (3,005,032)
                                                            -------------   -----------
   Total Deficiency in Stockholder's Equity                  (6,158,889)    (1,486,135)

                                                            $31,548,670     $1,557,688
                                                            =============   ===========
</TABLE>



                 See accompanying notes to financial statements



                                      F-5


<PAGE>

                                   V-GPO, INC.
                              STATEMENTS OF LOSSES
                  FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000

                                                      2001                2000
                                                      ----                ----
       Revenue
          Consulting Income                          $   488,696     $  279,318
                                                    -------------     ---------
          Total Revenue                                  488,696        279,318


       Cost of sales                                   2,900,000      1,064,500
                                                    ------------     ----------
       Gross Profit                                   (2,411,304)      (785,182)

       Operating Expenses
         Selling, General & Administrative            1,693,884       1,258,167
         Interest                                       352,785          71,356
         Depreciation and Amortization                  420,560         428,632
                                                   --------------    -----------
         Total Operating Expenses                      2,467,229      1,758,156
       Net loss from Operations                       (4,878,533)    (2,543,338)
       Income taxes (benefit)                                 -               -
                                                    ------------   ------------
       Net Loss                                     $(4,878,533)   $ (2,543,338)
                                                    ============   ============

       Loss per common share (basic and
        assuming dilution)                          $     (0.15)   $      (0.08)
                                                    ============    ============
       Weighted average shares outstanding :
       Basic and diluted                             32,439,726      30,334,247

                 See accompanying notes to financial statements



                                      F-6
<PAGE>




                                   V-GPO, INC.
                 STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                    FOR THE TWO YEARS ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                                                                                               Accumulated
                                                                  Common              Additional    Common       Deficit
                                        Preferred    Preferred   Shares Par  Common     Paid        Stock           in
                                        Series A     Series A     Value       Share      in       Subscription   Retained
                                         Shares       Amount     $ 0.0001    Amount    Capital    Receivable     Earnings    Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>           <C>       <C>           <C>      <C>           <C>        <C>
Balance at December 31, 1999               -        $   -           200      $  200    $ 386,677    $    -    $(461,694)  $ (74,817)
Common stock issued to founders
 May 2, 2000                               -            -             -           1            -         -            -           1
Shares issued for services rendered
in February 2000                           -            -             4           4           40         -            -          44
Shares issued in exchange for
license agreements in 2000                 -            -            62          62           38         -            -         100
Cancellation of shares issued due
to merger with IHI, Inc                    -            -          (267)       (268)           -         -            -        (268)
Issuance of Common Stock to IHI, Inc
stockholders, due to merger                -            -    30,000,000       3,000            -         -            -       3,000
Issuance of Preferred Stock to
founder May 2000                     100,000           100            -           -            -         -            -         100
Issuance of Common stock in exchange
for license agreements May 2000            -             -      375,000          38            -         -            -          38
Issuance of Common Stock in exchange
for reduction of debt                      -             -    1,125,000          113     539,888         -            -     540,000
Issuance of Common stock for
financing fee                              -             -      500,000           50      49,950         -            -      50,000
Issuance of warrants for financing         -             -            -            -     321,662         -            -     321,662
Contribution of Software by
founder, at cost                           -             -            -            -     217,342         -            -     217,342
Net loss December 31, 2000                 -             -            -            -           -         -   (2,543,338) (2,543,338)
                                    ------------------------------------------------------------------------------------------------
Balance at December 31, 2000         100,000           100   32,000,000        3,200   1,515,596         -   (3,005,032) (1,486,136)
Issuance of Common stock in
exchange for financing fee                 -             -    1,500,000          150      36,850         -            -      37,000
Common stock subscription
receivable                                 -             -    3,000,000          300   2,499,700  (2,500,000)         -           -
Contribution of Software by
founder, at cost                           -             -            -            -     168,779         -            -     168,779
Net loss December 31, 2001                 -             -            -            -           -         -   (4,878,533) (4,878,533)
                                    -----------------------------------------------------------------------------------------------
Balance at December 31, 2001         100,000      $    100   36,500,000    $  3,650  $4,220,925 $(2,500,000)$(7,883,565)$(6,158,890)
                                ===================================================================================================
</TABLE>


                 See accompanying notes to financial statements

                                      F-7
<PAGE>


                                   V-GPO, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                               2001                   2000
                                                          -----------------     -----------------
<S>                                                      <C>                    <C>

Cash flows from operating activities:
  Net loss from operating activities                       $  (4,878,533)       $ (2,543,338)
  Adjustments to reconcile net income to net cash:
    Depreciation and amortization                                420,560             428,632
    Preferred Stock Issued to founders                                 -                 100
    Common Stock issued in exchange for debt                           -             914,008
    Common Stock issued for services                              37,000                   -
       Change in:
         Prepaid expenses and other assets                              -             (9,944)
         Advances to related parties                             (214,764)          (727,154)
         Accounts payable and accrued expenses                    760,015            113,612
         License Fees Due                                       2,650,000            975,000
                                                           ---------------      -------------
  Net cash from operating activities                           (1,225,722)          (849,084)

Cash flows used in investing activities:
  Capital expenditures                                             (3,649)           (44,009)
                                                           ---------------      -------------
  Net cash used in investing activities                            (3,649)           (44,009)


Cash flows (used in)/provided by financing activities:
  Proceeds from convertible debt, net of costs                          -          1,244,917
  Advances from Related Parties                                 1,074,700
  Proceeds from Line of Credit , net of costs                     150,000                  -
  Repayment of Advances from Related Parties                            -           (363,996)
                                                            --------------      --------------
  Net cash used in financing activities                         1,224,700            880,921

Net increase in cash and cash equivalents                          (4,671)           (12,173)

Cash and cash equivalents at January 1                              4,871             17,044
                                                            --------------      --------------
Cash and cash equivalents at December 31                    $         200       $       4,871
                                                            ==============      ===============

Supplemental Information:
  Cash paid during the year for interest                    $           -       $           -
  Cash paid during the year for income taxes                            -                   -
  Preferred Stock issued to founders                                    -                 100
  Common stock issued for services                                 37,000                  44
  Common stock issued in connection with merger, net                    -               2,164
  Common stock issued for reduction of debt                             -             540,000
  Capitalized software contributed by stockholder                 168,779             217,342
  Common stock - license agreement                                      -                 138
  Common stock - financing                                              -             371,662
  Software Title, acquired in exchange for note payable        30,000,000                   -
</TABLE>


                 See accompanying notes to financial statements


                                      F-8

<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000


NOTE A-SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

BUSINESS AND BASIS OF PRESENTATION

V-GPO, Inc. ("Company or VGPO") is a business solutions organization providing
software business intelligence tools for supply chain management excellence in
healthcare. The Company was formed on May 4, 2000 under the laws of the state of
Delaware.

The VGPO purchasing solution enables businesses to optimize their supply
contracts using a sophisticated rules database that allows them to manage by
exception. The system is completely supplier independent, thus, enabling them to
manage all contracts and purchase transactions from the point of requisition
through receipt. VGPO provides a strong emphasis in the back-end reporting and
unique solutions centered diagnostics of purchasing patterns and purchase
contract utilization and optimization.

The Company was incorporated in November 1997 under the name IHI Associates,
Inc. (the Predecessor), an entity formed under the laws of the state of Florida.
In November 1997 the Predecessor issued a total of 200 shares of its common
stock to its initial shareholders in exchange for cash in connection with
founding the Predecessor.

On May 12, 2000, the Predecessor completed a merger with VGPO. The Shareholders
of the Predecessor exchanged all of the outstanding shares of common stock of
the Predecessor on a basis of one (1) share of the Predecessor's common stock
for 112,500 shares of V-GPO, Inc. ("Company") common stock.

     The total purchase  price and carrying value of net assets  acquired of IHI
was $1,745. The net assets acquired were as follows:

             Net Current Assets             $   30,495
             Accumulated Deficit               463,439
             Net Current Liabilities          (495,679)
                                           -----------
                                            $    1,745
                                           ===========

As VGPO was an inactive  corporation with no significant  operations,  IHI
recorded the carryover  historical basis of net tangible assets acquired,  which
did not differ  materially  from their fair  value.  The  results of  operations
subsequent to the date of acquisition are included in the Company's statement of
operations.

LIQUIDITY

As shown in the accompanying financial statements, the Company has incurred a
net loss of $4,878,533 and $2,543,338 during the years ended December 31, 2001
and 2000, respectively. The Company's current liabilities exceeded its current
assets by $6,924,592 as of December 31, 2001. Consequently, its operations are
subject to all risks inherent in the establishment of a new business enterprise.



                                      F-9

<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

Revenues are recognized at the time services are provided.

ADVERTISING

The Company follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred advertising costs of $ 52,516 and $ 74,206 during
the years ended December 31, 2001 and 2000.

PROPERTY AND EQUIPMENT

For financial statement purposes, property and equipment will be depreciated
using the straight-line method over the estimated useful lives (three to five
years for furniture, fixtures and equipment). The straight-line method of
depreciation is also used for tax purposes.

INTANGIBLE ASSETS

Intangible  assets  consist  of  financing  fees  related to notes  payable  and
software  development costs.  Financing costs are amortized over the term of the
respective loan.  Software  development costs are amortized over five (5) years.
Organization  costs  incurred  after  December  31,  1999 have been  expensed as
incurred in accordance with AICPA Statement of Position 98-5.

LONG-LIVED ASSETS

The Company accounts for its long-lived assets under the provision of Statements
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of." The Company's
long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. Events relating to recoverability may include significant
unfavorable changes in business conditions, recurring losses, or a forecasted
inability to achieve break-even operating results over an extended period. The
Company evaluates the recoverability of long-lived assets based upon forecasted
undiscounted cash flows. Should impairment in value be indicated, the carrying
value of intangible assets would be adjusted, based on estimates of future
discounted cash flows resulting from the use and ultimate disposition of the
asset.


                                      F-10


<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


COSTS IN EXCESS OF NET ASSETS ACQUIRED

Costs in excess of net assets acquired  (goodwill)  represents the excess of the
aggregate purchase price over the fair value of net assets acquired and is being
amortized on a  straight-line  basis over a period not  exceeding 10 years.  The
Company   reviews   impairment  of  goodwill   whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison  of the  carrying  amount of the assets to future  undiscounted  cash
flows of the businesses acquired.  Should impairment be identified, a loss would
be  reported  to the extent  that the  carrying  value of the  related  goodwill
exceeds  the fair  value of that  goodwill  based upon the  expected  discounted
future cash flows. Through December 31, 2001, no impairment has occurred.

The Company is required to adopt SFAS 141 and 142 on a  prospective  basis as of
January 1, 2002. As a result of implementing these new standards,  goodwill will
continue to be recognized  as an asset,  but will not be amortized as previously
required by APB Opinion No. 17 "Intangible  Assets."  Instead,  goodwill will be
subject to periodic (at least annual) tests for  impairment  and  recognition of
impairment losses in the future will be based on a new methodology for measuring
impairments prescribed by these pronouncements.


STOCK BASED COMPENSATION

The Company follows APB opinion 25 ("APB 25"), "Accounting for Stock Issued to
Employees," in accounting for stock-based compensation. Accordingly, we are not
required to record compensation expense when stock options are granted to
employees, as long as the exercise price is not less than the fair market value
of the stock when the option is granted, and we are not required to record
compensation expense in connection with Employee Stock Purchase Plans as long as
the purchasing price is not less than 85% of the lower of the fair market value
at the beginning of each offering period. In October 1995, the FASB issued SFAS
123, "Accounting for Stock Based Compensation." Although SFAS 123 allows us to
continue to follow the present APB 25 guidelines, we are required to disclose
pro forma net income (loss) and net income (loss) per share as if we had adopted
the new statement. The pro forma impact of applying SFAS 123 in fiscal 1999,
2000 and 2001 will not necessarily be representative of the pro forma impact in
future years. The Company has adopted Statements of Financial Accounting
Standards No. 123, "Accounting for Stock Based Compensation," the Company has
adopted the pro forma disclosure requirements.

The Company follows FASB Emerging Issues Task Force (EITF) 96-18, "Accounting
for Equity Instruments That Are Issued To Other Than Employees for Acquiring, Or
In Conjunction With Selling Goods or Services." EITF 96-18 provides that sales
incentives in the form of equity instruments should be measured at the fair
market value of sales incentive or fair market value of the equity instruments,
whichever is more reasonable. The Company follows the EIFT 96-18 guidelines.


                                      F-11

<PAGE>


V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


INCOME TAXES

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Accounting
Standards No. 109, "Accounting for Income Taxes". Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities that are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be removed or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.

CASH EQUIVALENTS

For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit. The Company currently has several
customers (Note N). The Company periodically reviews its trade receivables in
determining its allowance for doubtful accounts. The allowance for doubtful
accounts was $0 at December 31, 2001 and 2000, respectively.

EARNINGS PER SHARE

The Company has adopted Statement of Financial Accounting Standard No. 128
("SFAS No. 128), Earnings Per Share, specifying the computation, presentation
and disclosure requirements of earnings per shares information. Basic earnings
per-share has been calculated based upon the weighted average number of common
shares outstanding. Stock options and warrants have been excluded as common
stock equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material. There is no effect on earnings
per share information for the years ended December 31, 2001 and 2000 relating to
the adoption of this standard.


                                      F-12
<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

CAPITALIZED COMPUTER HARDWARE AND SOFTWARE

The Company records the purchase of computer hardware at historical cost and
amortizes this cost over a period of three to five years.

The Company has adopted Statement of Financial Accounting Standards No. 86
("SFAS No. 86"), "Accounting for the Costs of Computer Software to Be Sold,
Leased or Otherwise Marketed." The Company accounts for the cost of purchased
software to be sold, leased or otherwise marketed that has no alternative future
use the same as the costs incurred to develop such software internally. If the
purchased software has an alternative future use the company capitalizes the
cost when the software is acquired and accounts for the software in accordance
with its use.

In addition, the Company capitalizes costs of materials, consultants, interest,
and payroll and payroll-related costs for employees incurred in developing
internal-use computer software once technological feasibility is attained. Costs
incurred prior to the establishment of technological feasibility are charged to
general and administrative expense.

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"), establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company adopted SFAS No. 130 during the year ended
December 31, 1998 and has no items of comprehensive income to report.

SEGMENT INFORMATION

Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
Disclosures about Segments of an Enterprise and Related Information, establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports issued to stockholders. SFAS No. 131 also
establishes standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of an
enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision-making group, in
making decisions how to allocate resources and assess performance. The
information disclosed herein, materially represents all of the financial
information related to the Company's principal operating segment.

                                      F-13

<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)


PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS

Statement of Financial Accounting Standards No. 132 ("SFAS No. 132"), Employer's
Disclosures  about  Pension  and Other  Post  Employment  Benefits,  establishes
disclosure requirements regarding pension and post employment obligations.  SFAS
No. 132 does not affect the Company as of December 31, 2001 and 2000.

RECLASSIFICATIONS

Certain reclassifications have been made in prior years' financial statements to
conform to classifications used in the current year.

RECENT ACCOUNTING PRONOUNCEMENTS

In 2000, the Company adopted the provisions of EITF 00-2. The pronouncement
indicates that costs incurred in connection with operating a web site are period
expenses. Upgrades and enhancements that add functionality should be expensed or
capitalized based upon the general model of SOP 98-1. At the end of the year the
company had not incurred any capitalized web development expenditures.

In March 2000, the FASB issued interpretation No. 44 ("FIN No. 44"), "Accounting
for Certain Transactions Involving Stock Compensation,  an Interpretation of APB
Opinion No. 25." FIN No. 44 clarifies the  application of APB Opinion No. 25 for
(a) the  definition of employee for purposes of applying APB Opinion No. 25, (b)
the criteria for determining whether a plan qualifies as a noncompensatory plan,
(c) the accounting  consequences of various  modifications  to previously  fixed
stock  option  or  award,  and (d)  the  accounting  for an  exchange  of  stock
compensation awards in a business  combination.  FIN No. 44 is effective July 2,
2000 but certain  conclusions  cover  specific  events  that occur after  either
December 15, 1999 or January 12,  2000.  The adoption of FIN No. 44 did not have
an affect on the Company's  financial  statements  but may impact the accounting
for grants or awards in future periods.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS
No. 141 addresses the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination. SFAS No. 142 addresses the
initial recognition and measurement of intangible assets acquired outside of a
business combination, whether acquired individually or with a group of other
assets, and the accounting and reporting for goodwill and other intangibles
subsequent to their acquisition. These standards require all future business
combinations to be accounted for using the purchase method of accounting.
Goodwill will no longer be amortized but instead will be subject to impairment
tests atleast annually. The Company is required to adopt SFAS No. 141 and SFAS
No. 142 on a prospective basis as of January 1, 2002; however, certain
provisions of these new standards may also apply to any acquisitions concluded
subsequent to June 30, 2001. As a result of implementing these new standards,
the Company will discontinue the amortization of goodwill as of December 31,
2001. The Company does not believe that the adoption of SFAS No. 141 and 142
will have a material impact on its financial statements.


                                      F-14


<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

In October 2001, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards No. 144 ("SFAS No. 144"),  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This statement  supersedes  SFAS No. 121 ("SFAS No. 121"),  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
related  literature  and  establishes a single  accounting  model,  based on the
framework  established in SFAS No. 121, for long-lived  assets to be disposed of
by sale.  The Company is required to adopt SFAS No. 144 no later than January 1,
2002. The Company does not believe that the adoption of SFAS No. 144 will have a
material impact on its financial statements.


NOTE B- CAPITALIZED SOFTWARE DEVELOPMENT COSTS

During the period March 1999 through September 2001, entities controlled by the
Company's Chief Executive Officer and principal shareholder, began contributing
to the Company certain capitalized software development costs for the exclusive,
worldwide distribution and use by the Company. The capitalized software
development costs contributed, net of liabilities assumed, were $ 168,779 and
$217,342 during the years ended December 31, 2001 and 2000, respectively.

In accordance with Staff Accounting Bulletin Topic 5-G, the Company accounted
for the contribution of the capitalized software development costs as assets and
assumption of liabilities, and a corresponding capital contribution.

The transaction is accounted for using the purchase method of accounting. The
Company recorded the carryover historical basis of net tangible assets
contributed, which did not differ materially from their fair value.

  F-15

<PAGE>


                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




NOTE C- ADVANCES FROM RELATED PARTIES

Advances from related parties at December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>

                                                                            2001               2000
<S>                                                                       <C>              <C>
  10% note payable, unsecured and payable on demand to Company
  officer                                                                  $ 75,000         $ 75,000

  10% note payable, unsecured and payable on demand to Company
  officer                                                                   325,000           75,000

  Series of advances unsecured and payable on demand to entities
  controlled by Company officers, accrues interest at 10% per annum          24,000                -

  Series of advances unsecured and payable on demand to an entity
  controlled by Company officers, accrues interest at 10% per annum               -            1,073

  Series of advances unsecured and payable on demand to Company
  officers, accrues interest at 10% per annum                               480,000                -

  Series of advances unsecured and payable on demand to an entity
  controlled by Company officers, accrues interest at 10% per annum          10,900                -

  Series of advances unsecured and payable on demand to an entity
  controlled by Company officers, accrues interest at 10% per annum         140,000                -

  Series of advances unsecured and payable on demand to an entity
  controlled by Company officers, accrues interest at 10% per annum         109,800                -

  Series of advances unsecured and payable on demand to an entity
  controlled by Company officers, accrues interest at 10% per annum          60,000                -
                                                                         -----------        ---------
                                                                         $1,224,700         $151,073
                                                                         ===========        =========
</TABLE>


NOTE D - SOFTWARE LICENSE

The Company entered into a Software  License  Agreement  ("Agreement")  in March
1999 with an entity  controlled by the  Company's  Chief  Executive  Officer and
principal  shareholder  ("Licensor").  The  Agreement  provided  for a  limited,
restricted,  non-exclusive,  revocable  worldwide license to use,  reproduce and
sublicense  certain  software owned by the Licensor and two additional  entities
controlled by the Company's Chief Executive  Officer and principal  shareholder.
License fees under the Agreement  were based upon a percentage of revenues to be
subject  to a  $200,000  per month fee and  further  subject  to the  successful
completion of a securities  offering generating at least $7,000,000 of proceeds.
In  connection  with the  execution of the  Agreement,  approximately  7,000,000
shares of the  Company's  common  stock  (adjusted  for the merger  between  the
Company and IHI) were  issued to the  Licensor in  exchange  for  arranging  the
Agreement among the various software owners.  The Agreement was amended on April
21, 2000 to provide for an exclusive  worldwide  license in return for a minimum
license fee of $150,000  per month to be  increased to a minimum of $200,000 per
month if a securities  offering  generated at least  $4,500,000 in proceeds.  In
April 2001 there was a further  amendment to provide that  effective  January 1,
2001,  the minimum was increased to $250,000 per month with  increases of 10% on
each January  thereafter  (Note G). As of December  31, 2001,  the Company is in
default under the terms of the  Agreement  and is in arrears in connection  with
unpaid license fees of $3,625,000.

                                      F-16

<PAGE>




                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE E - CONVERTIBLE NOTES PAYABLE

Notes payable at December 31, 2001 and 2000 are as follows:

                                                  2001              2000
                                                  ----              ----

10 % senior convertible notes payable,
unsecured and due six months from the
date of the note with the latest maturity
June 2001; Noteholder has the option to
convert unpaid note principal together
with accrued and unpaid interest to
the Company's common stock at a rate of
$1.50 per share. In the event the unpaid
principal amount of the notes, together
with any accrued and unpaid interest,
are not converted or paid in full by
maturity, then interest accrues at 12.5%
per annum until paid in full (see Note I).
The Company is in default under the terms
of the Note Agreement.                       $ 1,779,983          $ 1,779,983
                                             ------------         ------------
                                               1,779,983            1,779,983
Less: current portion                         (1,779,983)          (1,779,983)
                                             ------------         -----------
                                             $         -          $         -
                                             ============         ===========

NOTE F - LINE OF CREDIT

                                                        2001             2000
     Line of Credit,  secured by certain
     receivables and related  contracts and
     proceeds thereof up to an aggregate of
     $740,000 under a Security  Agreement,
     line  cannot  exceed  $370,000, to be
     repaid upon  earlier of receipt by
     Company of accounts  receivable owed by
     certain  account  debtors or December 15,
     2001 (see Note I). The Company is in
     default under the terms this agreement.          $ 185,000      $     -

     Less Current Portion                              (185,000)       (   -)
                                                     ----------      --------
                                                     $        -      $     -
                                                     ==========     =========
NOTE G - LONG TERM LIABILITIES

In December 2001, the Company entered into an agreement to acquire the title to
certain software previously licensed from entities controlled by the Company's
Chief Executive Officer and principal shareholder. Under the agreement, the
Company and the Licensor agreed to terminate the Agreement and related
amendments and the Company agreed to acquire title to the software for
$30,000,000 in the form of an installment note. In addition, the Company also
agreed to pay the accrued and unpaid license fees as of November 30, 2001 of
$3,625,000 at a rate of $50,000 per month until the $30,000,000 purchase price
of the software is paid in full. Subsequently, the Company is obligated to pay
the Licensor $300,000 per month until the balance of the accrued unpaid license
fees in arrears are paid in full. The Company is currently in default under the
terms of this Agreement.

                                     F-17

<PAGE>



                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE G - LONG TERM LIABILITIES (CONTINUED)


            2002                    $ 3,000,000
            2003                      3,000,000
            2004                      3,000,000
            2005                      3,000,000
            2006                      3,000,000
            Thereafter               14,700,000
                                   ------------
                                   $ 29,700,000
                                   ============

NOTE H- CAPITAL STOCK

IHI Associates, Inc ("IHI or Predecessor") was incorporated in November, 1997
and formed under the laws of the State of Florida. In 1997, IHI issued 200
shares to its founders for $20.

IHI was authorized to issue 500 shares of stock of which 500 was common stock
with a par value of $1.00.

In May 2000, IHI completed a merger with V-GPO, Inc, a Delaware corporation with
no material operations. The shareholders of IHI exchanged all of the outstanding
shares of common stock of IHI in an exchange ratio of 1 share of IHI stock for
112,500 shares of V-GPO, Inc. common stock. At the date of merger, May 12, 2000,
IHI had 266.66 shares of stock issued and outstanding and V-GPO had 1 share of
stock issued and outstanding. All shares were canceled due to merger and IHI
shareholders were issued 30,000,000 shares of V-GPO stock.

The Company is authorized to issue 120,000,000 shares of stock of which
100,000,000 is common stock with a par value of $0.0001, and 20,000,000 is
preferred stock with a par value of $0.001.

The Company has designated 100,000 shares of preferred stock as Series A
Preferred Stock with a par value of $0.001. With respect to every matter upon
which the stockholders shall be entitled to vote, every holder of Series A
Preferred Stock shall be entitled to four hundred (400) votes. The holders of
the shares of Series A Preferred Stock are not entitled to receive dividends.

On December 10, 2001, the Company entered into a Stock Purchase Agreement with
Southward Investments, LLC. The agreement states the purchaser is committed to
purchase 3,000,000 shares of the Company's common stock with a par value of
$0.0001 for $0.83 per share. At December 31, 2001, the Company has recorded
$2,500,000 as common stock subscription receivable.

During the year ended December 31, 2000, the Company issued 1,125,000 shares of
common stock to officers and principal shareholders in exchange for previously
incurred debt of $540,000, 375,000 shares of common stock to entities controlled
by the Company's officers and principal shareholders in exchange for software
license agreements valued at $38, and 500,000 shares of common stock in exchange
for financial advisory services valued at $50,000.

During the year ended December 31, 2001, the Company issued 1,500,000 shares of
common stock in exchange for financial advisory services valued at $ 37,000. The
shares issued for services were based upon the value of the services rendered or
the market price of the Company's common stock during the period the services
were rendered.


                                      F-18


<PAGE>


                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE I-STOCK OPTIONS AND WARRANTS


The following table summarizes the changes in options  outstanding  and the
related prices for the shares of the Company's common stock issued to employees
of the Company under a non-qualified employee stock option plan.

                                                        Weighted
                                                         Average      Number
                                         Number of      Exercise     of Shares
                                           Shares         Price     Exercisable

Outstanding at December 31, 1999          250,000      $  0.25        250,000
                                         =========    ==========  ==========
Granted                                         -            -              -
Exercised                                       -            -              -
Cancelled                                       -            -              -
                                         ---------    ---------   ----------
Outstanding at December 31, 2000          250,000      $  0.25        250,000
                                         =========    ==========  ==========
Granted                                         -            -              -
Exercised                                       -            -              -
Cancelled                                       -            -              -
                                         ---------    ---------   ----------
Outstanding at December 31, 2001          250,000      $  0.25        250,000
                                         =========    ==========  ==========

For disclosure purposes, the fair value of each stock option grant is estimated
on the date of the grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used for stock options granted during the
year ended December 31, 2001: annual dividends of $0.00, expected volatility of
50%, risk free interest rate of 6.0%, an expected life of seven years for all
grants. The weighted-average fair values of the stock options granted during the
year ended December 31, 2001 and 2000 was $0.78 and $0.66, respectively. There
were no adjustments made in calculating the fair value to account for vesting
provisions or for non-transferability or risk of forfeiture.

If the Company recognized compensation cost for the employee stock option plan
in accordance with SFAS No. 123, the Company's pro forma net loss and net loss
per share would have been $(5,065,718) and $(0.16) at December 31, 2001 and
$(2,708,338) and $(0.08) at December 31, 2000, respectively.

In connection with the placement of the Company's  Senior  Convertible Debt (see
Note E), the Company issued warrants to purchase  592,659 shares of common stock
to the holders of the notes and  warrants to  purchase  50,665  shares of common
stock were issued to the placement  agent.  The warrants  entitle the holders to
acquire the Company's  common stock at an exercise  price of $1.00 per share and
is  exercisable  for a period  through  December 7, 2007.  At December 31, 2001,
643,324 warrants were outstanding.

During  2001,  the Company  completed  two (2) draws  through the Line of Credit
(Note F), therefore, requiring the Company to issue warrants to purchase 200,000
shares of common stock, exercisable over a 5 year period at a price of $2.50 per
share. The Company has not formally issued the warrants as of December 31, 2001.


                                      F-19



<PAGE>


                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE J-INCOME TAXES

The Company has adopted Financial Accounting Standard number 109, which requires
the recognition of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.

For income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $7,800,000, which will expire through 2020, subject to
limitations of Section 382 of the Internal Revenue Code, as amended.

The deferred tax asset related to the carryforward is approximately $2,600,000.
The Company has provided a valuation reserve against the full amount of the net
operating loss benefit, since in the opinion of management based upon the
earning history of the Company, it is more likely than not that the benefits
will not be realized.

Components of deferred tax assets as of December 31, 2001 are as follows:

                Non Current:
                Net operating loss carryforward        $ 2,600,000
                Valuation allowance                     (2,600,000)
                                                      -------------
                Net deferred tax asset                 $         -
                                                      =============


NOTE K-COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The company leases office space in Florida on a month-to-month basis from a
Company, which the Chief Executive Officer holds a significant interest. The
Company has entered into a five- year lease on its space in Irving, Texas. The
Company also leases its phone equipment over a period of four years.

The Company's rental expense for 2001 and 2000 is $ 156,149 and $ 80,874,
respectively.

Future minimum lease payments are as follows:

              2002                 135,781
              2003                 129,888
              2004                 127,368
              2005                  78,552
              2006                       -
                                 ---------
                                 $ 471,589
                                 ==========


                                      F-20

<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



EMPLOYMENT AGREEMENTS

The Company has employment agreements with the Chief Executive Officer and
President. The Agreements are generally for a term of 36 to 48 months from
inception and renewable automatically from year to year unless either the
Company or the individual terminates such agreement by written notice. The Chief
Executive Officer and President have both waived any accrual of compensation
through September 30, 2001.

LICENSE AGREEMENTS

The Company entered into software license agreement with an entity controlled by
the Company's Chief Executive Officer and principal shareholder, for the rights
to market and distribute certain proprietary software (Note D and G).


NOTE L-RELATED PARTY TRANSACTIONS

Advances due the Company from entities controlled by the Company's Chief
Executive Officer and principal shareholder at December 31, 2001 and 2000 were
$944,884 and $ 730,120, respectively. No formal repayment terms or arrangements
exist.

NOTE M - EARNINGS PER SHARE

Basic and fully diluted earnings per share are calculated by dividing net income
available to common Stockholders by the weighted average of common shares
outstanding during the year.

                                                     2001              2000
                                                 --------------   -------------
Loss Available to Common Shareholders            $ (4,878,533)    $ (2,543,338)
Basic and Fully Diluted Loss Per Share           $      (0.15)      $    (0.08)
                                                 ============     =============
Weighted Average Common Shares Outstanding         32,439,726       30,334,247
                                                 =============    =============


Net loss per share is based upon the weighted average number of shares of common
stock outstanding. In May 2000, IHI shareholders exchanged for common stock of
VGPO 1 share of IHI common stock for 112,500 shares of the VGPO common stock
(Note A). Accordingly, all historical weighted average share and per share
amounts have been restated to reflect this merger.

                                      F-21

<PAGE>

                                   V-GPO, INC
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE N - MAJOR CUSTOMERS

Revenue from three (3) major customers approximated $185,000 or 40% and
$200,000 or 84% of sales for the years ended December 31, 2001 and 2000,
respectively.

NOTE O - SUBSEQUENT EVENTS

On January 1, 2002, the Company completed an Agreement and Plan of Merger
("Merger") with Epicure Investments, Inc. ("Epicure"), an inactive publicly
registered Shell Corporation with no significant assets or operations. For
accounting purposes, the Company shall be the surviving entity. The transaction
is accounted for using the purchase method of accounting. The total purchase
price and carrying value of net assets acquired of Epicure was $0.

Effective with the Merger, all previously outstanding common stock, preferred
stock, options and warrants owned by the Company's stockholders were exchanged
for an aggregate of 36,500,000 shares of Epicure common stock, 100,000 shares of
Epicure preferred stock and a like number of options and warrants. The value of
the stock that was issued was the historical cost of VGPO's net tangible assets,
which did not differ materially from their fair value. In accordance with
Accounting Principles Opinion No. 16, VGPO is the acquiring entity.

Throughout the first three months of 2002, the Company received advances in the
amount of $117,000 from various related parties.

The Company is currently holding 26,040,000 shares of common stock in escrow
pending a private placement.

NOTE P-GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements the Company
incurred loses from operations of $7,883,565. This factor among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve it's liquidity problems. Management
anticipates the Company will attain profitable status and improve it liquidity
through the continued developing of its products, establishing a profitable
market for the Company's products and additional equity investment in the
Company. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company is actively pursing
additional equity financing through discussions with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.



                                      F-22


<PAGE>





                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           V-GPO, INC.

Dated:  May 15, 2002                      By: /s/NORMAN R. DOBIESZ
       -----------------                  -------------------------
                                           Norman R. Dobiesz
                                           Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities on the dates indicated.

           SIGNATURES                 TITLE                         DATE

/s/NORMAN R. DOBIESZ          Director, Chairman and             May 15, 2002
------------------------      Chief Executive Officer
Norman R. Dobiesz



/s/SAMUEL A. GRECO            Director, President and Chief      May 15, 2002
------------------------      Operating Officer
Samuel A. Greco