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, 2003

     [ ]     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

         (State or other jurisdiction of Incorporation or organization)

                                   59-1997186

                      (IRS Employer Identification Number)

             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-KSB or any
amendment to this Form 10-KSB, [X].

Issuer's revenues for its most recent fiscal year: $ 590,229.

The aggregate market value (closing sale price) on the OTC Bulletin Board of the
Registrant's  Common  Stock  held by  non-affiliates  at  March  25,  2004,  was
approximately  $12,781,000.  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 March 25, 2004,  37,765,500  shares of the Registrant's  common stock, par
value  $.0001,  were  issued and  outstanding.

Exhibit Index appears on pages 18-20.


<PAGE>


                                TABLE OF CONTENTS

                                                                        PAGE
 PART I

      Item 1    Business                                                   4

      Item 2    Property                                                   6

      Item 3    Legal Proceedings                                          6

      Item 4    Submission of Matters to a Vote of
                Security Holders                                           6

 PART II

      Item 5    Market for Common Equity and Related
                Stockholder Matters                                      7-8

      Item 6    Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                              8-12

      Item 7    Financial Statements and Schedule                         12

      Item 8    Changes in and Disagreements with
                Accountants on Accounting and Financial
                Disclosure                                                12

      Item 8A   Controls and Procedures                                   13

 PART III

      Item 9    Directors and Executive Officers of the
                Registrant                                             13-14

      Item 10   Executive Compensation                                 14-17

      Item 11   Security Ownership of Certain Beneficial
                Owners and Management                                     17

      Item 12   Certain Relationships and Related
                Transactions                                              18

      Item 13   Exhibits, Financial Statements, Schedules,
                and Reports on Form 10-KSB                             18-20

      Item 14   Principal Accountant Fees and Services                    20

 SIGNATURES                                                               26


<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,  which was a supply chain management  consulting
and B-2-B commerce corporation servicing the healthcare industry. V-GPO Delaware
was  incorporated  in  May  2000  and  was  the  successor  as  a  result  of  a
re-incorporation merger with IHI Associates, Inc., a Florida corporation,  which
commenced operations in November 1997.

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

     The Company ceased its supply chain management and B-2-B vending activities
in November  2002.  SEE  BUSINESS - THE  BUSINESS OF V-GPO - CESSATION OF SUPPLY
CHAIN MANAGEMENT AND B-2-B ACTIVITIES.

THE BUSINESS OF V-GPO

     Cessation of Supply Chain Management and B-2-B  Activities.  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 marketed and licensed
software  products  developed  exclusively  for V-GPO  Delaware by its affiliate
Florida  Software  Systems,  Inc. and its  affiliates  which own the software ("
Software Owners" and collectively  with Florida  Software  Systems,  Inc. "FSS")
under a perpetual License Agreement ("License").  V-GPO Delaware purchased title
to the V-GPO  Software  in  December,  2001 and  terminated  payments  under the
License as of November 30, 2001 pursuant to a Software Sale  Agreement  with FSS
("Software Sale  Agreement").  On September 30, 2002, the Company entered into a
new agreement with FSS, whereby (i) the Company agreed to return to the Software
Owners all the  rights,  title and  interest  in the  software  that the Company
acquired in  December  2001 under the  Software  Sale  Agreement  subject to the
Company's  retention of a non-exclusive  license of the  software,  and (ii) the
Software  Owners  agreed to cancel and  return to the  Company  the  $30,000,000
promissory  note having an unpaid  principal of  $30,000,000.  The receivable of
$3,625,000  accrued under the License  remains on the books of the Company.  SEE
FINANCIAL STATEMENTS - FOOTNOTE I.

     In November 2002, the Company  determined that it was no longer feasible to
engage in the supply chain  management  and B-2-B  activities due to a number of
considerations   including   intensity  of  competition  and  persistently  slow
acceptance  of the  business  model for the supply  chain  management  and B-2-B
activities by customers and prospective investors.  The Company ceased it supply
chain management and B-2-B operations in order to focus all of its attention and
resources  towards  developing  and  expanding  the business of its wholly owned
Delaware subsidiary,  International  Healthcare  Investments Ltd., Inc. ("IHI").
SEE BUSINESS - THE BUSINESS OF V-GPO - INTERNATIONAL HEALTHCARE INVESTMENTS LTD.

     International  Healthcare  Investments  Ltd.  The  Company  incorporated  a
wholly-owned  Delaware subsidiary,  International  Healthcare  Investments Ltd.,
Inc.  ("IHI"),  in April 2002, to own,  operate and/or manage suburban and rural
healthcare facilities 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 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 facility is located. The Company believes this is the best way to compete in
the markets it enters.  Subsidiaries  of IHI entered into  agreements to acquire
control of four (4)  healthcare  facilities  in  Oklahoma  City,  Oklahoma.  The
acquisitions  are subject to a variety of  conditions,  including  completion of
financing.  There can be no  assurance  that the parties will be able to satisfy
these conditions.

     IHI has entered into an agreement to sell and has delivered an aggregate of
$275 million  principal amount of its 12% Bonds Due 2014 ("Bonds").  The Company
fully and unconditionally guaranteed the Bonds. Upon receipt of the net proceeds
for the  issuance of the Bonds,  the Company  expects to use the net proceeds of
the Bonds to complete the  financing  of the  acquisition  of the Oklahoma  City
healthcare facilities, provide working capital for operations and facilitate any
acquisitions  the  Company  may  identify  in the  future.  Please  refer to the
Offering  Memorandum  dated  January  12,  2004,  filed  as  Exhibit  4.1 to the
Company's  Report  on  Form  8-K  dated  February  9, 2004  for a  comprehensive
discussion of the Bonds and these healthcare  facilities.  There is no assurance
that IHI will  receive any or all of the net  proceeds of the Bonds or received,
in whole or in part,  the terms of the Bonds will remain as presently  stated.

COMPETITION

     The market for healthcare facilities ownership, operation and management is
rapidly evolving and intensely  competitive.  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 companies;

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

     o    Devote greater resources to marketing and promotional campaigns; and

     o    Devote  substantially  more  resources  to  acquisition  of  non-urban
          healthcare facilities.

Item 2. PROPERTY

     The Company's  headquarters is located at 2150 Whitfield  Industrial Way in
Sarasota,  The company  shared  office  space with an entity  controlled  by the
Company's officer and director.

Item 3. LEGAL PROCEEDINGS

     1.   In  April,   2003,   the  Dallas,   Texas  County  Court   entered  an
          Interlocutory  Judgment  Order against the Company in the  approximate
          amount of $406,000 in favor of the Landlord of space  formerly  leased
          by the  Company in Dallas,  Texas for rent  allegedly  due and unpaid.
          Final  Judgment  was  entered,  the  Company  filed an Appeal  and the
          Landlord has commenced enforcement remedies.

     2.   In March,  2003,  the  Company  entered  into a  Settlement  Agreement
          relating  to  litigation  filed in Federal  District  Court,  Northern
          District  of  Illinois,  by  a  former  customer  alleging  breach  of
          contract. Under the Settlement,  the Company paid $2,500 for computers
          used by the Company  provided by the  customer and  exchanged  General
          Releases with the customer.

     3.   In November,  2002,  the Company and a former  financial  advisor were
          named as  Defendants  in a Summons  and  Complaint  filed by a private
          lender in the United States District Court,  Southern  District of New
          York,  seeking  damages of  approximately  $260,000  plus interest and
          attorney's  fees, an accounting  and  rescission of certain  corporate
          actions in connection  with the alleged  failure by the Company to pay
          amounts  allegedly due under a Promissory Note in the principal amount
          of $200,00.  In July 2003, the Court approved the parties'  stipulated
          agreement to dismiss the Complaint without prejudice to refiling.

     4.   In May 2003, the Texas Workforce  Commission awarded a former employee
          of the Company  approximately $16,000 in connection with a wage claim.
          The Company  believes it has  meritorious  defenses to the  employee's
          claims and  intends to  vigorously  defend  itself  against the claim.
          Management  believes the ultimate outcome of this matter will not have
          a material  adverse  effect on the  Company's  consolidated  financial
          position or results of operations.

     The Company has  recognized a liability  recorded at $4,134 payable under a
rescission  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

     No matters  were  submitted  to a vote to the  Company's  security  holders
during the fourth quarter 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,  public trading in the market for the Company's Common Stock has
been sporadic  during the last two (20 Years.  The Company cannot assure that an
active, liquid trading market will develop and be maintained in the future.

     The following table sets forth, for the fiscal quarters indicated, the high
and low closing  sale prices for the  Company's  common stock as reported on the
OTC Bulletin Board. OTC Bulletin Board quotations reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down,  or  commission  and may  not  necessarily
represent actual transactions.

<TABLE>
<CAPTION>
                                  COMMON STOCK
                                  ------------
                        2003                        2002
                        ----                        ----
                  High        Low            High          Low
                  ---------------            -----------------
<S>               <C>        <C>             <C>          <C>
PERIOD
------
1st Quarter       $1.01      $0.85           $0.10        $0.10
2nd Quarter        2.25       0.25            1.25         0.06
3rd Quarter        0.35       0.21            2.50         1.10
4th Quarter        0.50       0.50            2.74         0.30

</TABLE>

     On March 24, 2003, the last reported  sales price for the Company's  common
stock as reported on the OTC Bulletin Board was $0.26 per share.

     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

     As of March 1, 2003, there were approximately  3,496 shareholders of record
of the Company's 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.  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 for the years ended  December 31, 2003 and 2002.  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  V-GPO  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.

     Subsequent  to the merger,  Company was a business  solutions  organization
providing  software business  intelligence tools for supply chain management and
B-2-B online  supply  vending in healthcare  until  November  2002.  The Company
incorporated its Delaware subsidiary,  IHI, in April 2002 to own, operate and/or
manage  non-urban  healthcare  facilities  and  discontinued  its  supply  chain
management and B-2-B vending activities in November 2002.

     Subsidiaries  of IHI entered into agreements to acquire control of four (4)
healthcare  facilities in Oklahoma City, Oklahoma.  The acquisitions are subject
to a variety of conditions,  including completion of financing.  There can be no
assurance that the parties will be able to satisfy these conditions.

     Although  the  Company   (including   V-GPO   Delaware's   operations)  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.

Critical Accounting Policies and Estimates

     The  preparation of our financial  statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and  judgments  that affect our  reported  assets,  liabilities,  revenues,  and
expenses,  and the disclosure of contingent assets and liabilities.  We base our
estimates & judgments on historical  experience and on various other assumptions
we believe to be reasonable  circumstances.  Future events,  however, may differ
markedly from our current expectations and assumptions. While there are a number
of  significant   accounting  policies  affecting  our  consolidated   financial
statements,  we believe the following critical  accounting  policies involve the
most complex, difficult and subjective estimates and judgments:

     o    Stock-based compensation.

     o    Research and Development

Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure.  This statement  amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to the fair market value based method of  accounting
for stock based employee  compensation.  FAS 148 also requires disclosure of the
method used to account for stock-based  employee  compensation and the effect of
the method in both the annual and interim financial  statements.  The provisions
of this statement  related to transition  methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions   related  to  disclosure
requirements  are effective in financial  reports for interim periods  beginning
after December 31, 2002.

     The Company  elected to continue  to account for  stock-based  compensation
plans using the intrinsic value-based method of accounting prescribed by APB No.
25,  "Accounting  for Stock Issued to Employees,"  and related  interpretations.
Under the  provisions  of APB No. 25,  compensation  expense is  measured at the
grant  date for the  difference  between  the fair  value of the  stock  and the
exercise price.

Research and Development

     The Company accounts for research and development  costs in accordance with
the Financial  Accounting  Standards Board's  Statement of Financial  Accounting
Standards No. 2 ("SFAS 2"),  "Accounting  for Research and  Development  Costs."
Under SFAS 2, all research and  development  costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research and  developments  costs are expensed  when the
contracted  work has been performed or as milestone  results have been achieved.
Company-sponsored  research and  development  costs  related to both present and
future products are expensed in the period incurred.

                              RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2003 AND 2002

Revenues

     The  Company's  total  revenues  were  $590,229 for the twelve month period
ended  December 31, 2003 compared to $915,032 for the same period ended December
31, 2002, a decrease of $324,803 or 35%.  The  decrease is  attributable  to the
Company  discontinuing  the software  business and  pursuing the  management  of
healthcare facilities.

Cost of Sales

     The Company did not  recognize any direct cost of sales for the years ended
December 31, 2003 and 2002 were $0 in 2003 compared to $0 in 2002.  There was no
change in the cost of sales from 2002 to 2003.

Operating Expenses

     The Company's  operating  expenses increased $6,455 from $2,027,898 for the
year ended  December 31, 2002 compared to  $2,034,353  for the same period ended
December 31, 2003, or 0%. Selling,  general and administrative  expenses for the
twelve-month period ended December 31, 2003 increased $44,278 from $1,823,606 in
2002 to $1,867,885,  or 28%. The selling,  general and  administrative  expenses
increase is  attributed to the support of the  Company's  active  pursuit of the
ownership, operation and management of healthcare facilities, and was due to the
Company  incurring  legal,  consulting,  and financial  advisory fees and costs.
Depreciation  and  amortization  expense  for the year ended  December  31, 2003
decreased  $37,824 from  $204,292 in 2002 to $166,468.  The decrease was because
certain fixed assets and  intangible  assets were fully  depreciated  during the
year ended  December 31, 2003. 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, 2003 was
$431,614,  an increase  of  $42,702,  from  $388,912  for the same period  ended
December  31, 2002.  The  increase in interest  expense is due to an increase in
borrowings the company had to make to support its expenses.

LIQUIDITY AND CAPITAL RESOURCES

December 31, 2003

     As of December  31,  2003,  the Company  had a working  capital  deficit of
$11,310,173  compared to a deficit of  $9,529,322 at December 31, 2002 a deficit
increase of  $1,780,851.  The increase in working  capital  deficit is primarily
attributed to increase in accrued  expenses in developing its business model and
increases in advances from related and unrelated parties.

     As a result of our  operating  losses,  the  Company  generated a cash flow
deficit of $261,804 from operating  activities  during the  twelve-month  period
ended December 31, 2003. The cash flow deficit is primarily  attributable to the
Company's net loss from operations of $1,875,738  adjusted for  depreciation and
amortization  of  $166,468  and changes in accounts  receivable,  other  assets,
accounts payable and accrued expenses.

     Cash flows used in investing  activities for the twelve-month  period ended
December 31, 2003  consisted  primarily of a settlement in the amount of $2,500.
(See Item 3, Legal Proceedings).

     Cash flows  provided  by  financing  activities  were  $266,142  during the
twelve-month  period ended December 31, 2003. This is primarily  attributable to
approximately $70,000 of cash the Company advanced to related parties,  $204,000
received  from related party  advances,  and  approximately  $130,000 from other
advances.

     IHI has entered into an agreement to sell and has delivered an aggregate of
$275 million  principal amount of its 12% Bonds Due 2014 ("Bonds").  The Company
fully and unconditionally guaranteed the Bonds. Upon receipt of the net proceeds
for the  issuance of the Bonds,  the Company  expects to use the net proceeds of
the Bonds to complete the  financing  of the  acquisition  of the Oklahoma  City
healthcare facilities, provide working capital for operations and facilitate any
acquisitions  the  Company  may  identify  in the  future.  Please  refer to the
Offering  Memorandum  dated  January  12,  2004,  filed  as  Exhibit  4.1 to the
Company's  Report  on Form  8-K  dated  February  9,  2004  for a  comprehensive
discussion of the Bonds and these healthcare  facilities.  There is no assurance
that IHI will  receive any or all of the net  proceeds of the Bonds or received,
in whole or in part, the terms of the Bonds will remain as presently stated.

     Our independent  certified public  accountants have stated in their report,
which is included with our audited  financial  statements in the Form 10-KSB for
the period ended December 31, 2003,  that we have incurred  operating  losses in
the last two years and that we are  dependent on  management's  ability to raise
capital and develop  profitable  operations.  These factors,  among others,  may
raise substantial doubt about our ability to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements

     In January 2003, the FASB issued  Interpretation No. 46,  "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.

     In April 2003, the FASB issued Statement of Financial  Accounting Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES.  SFAS  149  amends  SFAS No.  133 to  provide  clarification  on the
financial  accounting  and  reporting  of  derivative  instruments  and  hedging
activities and requires that contracts with similar characteristics be accounted
for on a  comparable  basis.  The  provisions  of  SFAS  149 are  effective  for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designated after June 30, 2003. The adoption of SFAS 149 will not
have a material  impact on the  Company's  results of  operations  or  financial
position.

     In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH  LIABILITIES  AND  EQUITY.  SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with  characteristics of both liabilities and equity. The provisions
of SFAS 150 are  effective for  financial  instruments  entered into or modified
after May 31, 2003 and to all other  instruments  that exist as of the beginning
of the first interim  financial  reporting period beginning after June 15, 2003.
The  adoption  of SFAS  150 will not have a  material  impact  on the  Company's
results of operations or financial position.

     In  December  2003,  the FASB  issued  SFAS No. 132  (revised),  EMPLOYERS'
DISCLOSURES ABOUT PENSIONS AND OTHER  POSTRETIREMENT  BENEFITS - AN AMENDMENT OF
FASB  STATEMENTS  NO. 87, 88, AND 106.  This  statement  retains the  disclosure
requirements  contained in FASB statement no. 132, Employers'  Disclosures about
Pensions  and Other  Postretirement  Benefits,  which it  replaces.  It requires
additional  disclosures to those in the original statement 132 about the assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension  plans and other  defined  benefit  postretirement  plans.  The required
information  should  be  provided  separately  for  pension  plans and for other
postretirement  benefit  plans.  The  revision  applies for the first  fiscal or
annual interim period ending after December 15,  2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans.  The adoption of this  statement will not have a material
impact on the Company's results of operations or financial positions.

Item 7. FINANCIAL STATEMENTS

     Financial  statements  as of and for the years ended  December 31, 2003 and
December  31, 2002 are  presented  in a separate  section of this Report on Form
10-KSB following the information in Part III.

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

     None.

Item 8A. CONTROLS AND PROCEDURES

     (a)  Evaluation  of  Disclosure   Controls  and  Procedures.

     We maintain  disclosure controls and procedures that are designed to ensure
that  information  required  to be  disclosed  in our  Exchange  Act  reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated  to our  management,  including  our Chairman  and Chief  Executive
Officer and President and Chief  Operating  Officer,  as  appropriate,  to allow
timely decisions regarding required disclosure.  Management  necessarily applied
its  judgment  in  assessing  the  costs  and  benefits  of  such  controls  and
procedures,  which,  by their  nature,  can provide  only  reasonable  assurance
regarding management's control objectives.

     We have  carried  out an  evaluation,  under the  supervision  and with the
participation  of our  management,  including  our Chairman and Chief  Executive
Officer and President and Chief Operating  Officer,  of the effectiveness of the
design and  operation of our  disclosure  controls and  procedures  as of a date
within 90 days prior to the filing date of this Annual  Report (the  "Evaluation
Date").

     Based upon that  evaluation,  the Chairman and Chief Executive  Officer and
President and Chief Operating Officer concluded that our disclosure controls and
procedures were effective as of the Evaluation Date.

     (b)  Changes in Internal Controls.

     There were no  significant  changes in our  internal  controls  or in other
factors  that  could  significantly  affect  these  controls  subsequent  to the
Evaluation Date.

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:

<TABLE>
<CAPTION>


-------------------- ------- ---------------------------------------------------
        NAME           AGE                         POSITION
-------------------- ------- ---------------------------------------------------
-------------------- ------- ---------------------------------------------------
<S>                     <C>    <C>

Norman R. Dobiesz       56     Chairman, Chief Executive Officer and a Director
-------------------- ------- ---------------------------------------------------
-------------------- ------- ---------------------------------------------------

Samuel A. Greco         52     President, Chief Operating Officer and a Director
-------------------- ------- ---------------------------------------------------
-------------------- ------- ---------------------------------------------------

Edward E. Carty, Jr.    55     Vice President
-------------------- ------- ---------------------------------------------------

</TABLE>

     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.  Mr. Dobiesz is
President and owner of Florida Software  Systems,  Inc. and its affiliates which
developed  the V-GPO  Software.  SEE ITEM 1.  BUSINESS - THE BUSINESS OF V-GPO -
CESSATION OF SUPPLY CHAIN MANAGEMENT AND B-2-B ACTIVITIES.

     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 V-GPO 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.

     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.

     The Company's  board of directors  does not utilize an audit  committee and
has  determined  that the  Company  does not have an audit  committee  financial
expert because none of its directors possess the attributes specified to qualify
an  individual  as such.  The Company has not adopted a Code of Ethics as of the
date of this  Form  10-KSB  as  consideration  of the  matter  has not yet  been
completed.

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, 2003 (collectively, the "Named
Officers").

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
                                                                                    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>
                      2003      (6)
Norman R. Dobiesz     2002      (6)          -            -              -              -            -             -
Chairman and CEO      2001      (2)          -            -              -              -            -             -
                      2000      (2)          -            -              -              -            -             -
                      1999      (2)          -            -              -              -            -             -
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
                      2003      (6)
Samuel A. Greco       2002      (6)
President and COO     2001      (6)          -            -              -              -            -             -
                      2000      (3)          -            -              -              -            -             -
                      1999      (3)          -            -              -              -            -             -
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
                      2003      (7)
Edwin E. Carty, Jr.   2002      (4)          -            -              -              -            -             -
Vice President        2001     $120,000      -            -              -              -            -             -
                      2000     $120,000      -            -              -         50,000 shares     -             -
                      1999     $120,000
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
                      2003      (7)
Michael J. Kuhn       2002      (5)         -             -              -              -            -             -
Vice President        2001     $120,000     -             -              -              -            -             -
                      2000     $120,000     -             -              -         50,000 shares     -             -
                      1999     $120,000
-------------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
<FN>
<F1>
(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.
</FN>

<FN>
<F2>
(2)  Mr.  Dobiesz  has waived  all unpaid  cash  compensation  payable  from the
     inception of V-GPO Delaware through December 31, 2001.
</FN>

<FN>
<F3>
(3)  Mr.  Greco  has  waived  all  unpaid  cash  compensation  payable  from the
     inception of V-GPO Delaware through December 31, 2001.
</FN>

<FN>
<F4>
(4)  Mr. Carty  received  only partial year  compensation  through  December 31,
     2002.
</FN>

<FN>
<F5>
(5)  Mr. Kuhn received only partial year compensation through December 31, 2002.
</FN>

<FN>
<F6>
(6)  Amounts for 2002 and 2003 have been  accrued  but not paid for Mr.  Dobiesz
     and Mr. Greco.
</FN>

<FN>
<F7>
(7)  Mr. Carty and Mr. Kuhn received no compensation for 2003.
</FN>
</TABLE>


<TABLE>
<CAPTION>

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------- ------------------------- -------------------------- ------------------- -----------------
                               Number of Securities    % of Total Options/SARs
                             Underlying Options/SARs   Granted to Employees in    Exercise or Base
           Name                    Granted (#)               Fiscal Year            Price ($/Sh)      Expiration Date
--------------------------- ------------------------- -------------------------- ------------------- -----------------
--------------------------- ------------------------- -------------------------- ------------------- -----------------
<S>                                    <C>                        <C>                    <C>                <C>
Norman R. Dobiesz(1)                   -                          -                      -                  -
--------------------------- ------------------------- -------------------------- ------------------- -----------------
--------------------------- ------------------------- -------------------------- ------------------- -----------------
Samuel A. Greco(1)                     -                          -                      -                  -
--------------------------- ------------------------- -------------------------- ------------------- -----------------
--------------------------- ------------------------- -------------------------- ------------------- -----------------
Edwin E. Carty, Jr.(2)                 -                          -                      -                  -
--------------------------- ------------------------- -------------------------- ------------------- -----------------
--------------------------- ------------------------- -------------------------- ------------------- -----------------
Michael J. Kuhn(3)                     -                          -                      -                  -
--------------------------- ------------------------- -------------------------- ------------------- -----------------
<FN>
<F1>
(1)  No options or SARs have been granted to Mr. Dobiesz or to Mr. Greco.
</FN>

<FN>
<F2>
(2)  No options or SARs were granted Mr. Carty in 2003.
</FN>

<FN>
<F3>
(3)  No options or SARs were granted to Mr. Kuhn in 2003.
</FN>
</TABLE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>

                                                                         Number of Securities    Value of Unexercised
                                                                        Underlying Unexercised       In-the-Money
                                                                           Options/SARs at         Options/SARs at
                                                                            FY-Ended(#)(1)           FY-End(#)(1)
--------------------------- -------------------- --------------------- ------------------------ ----------------------
           Name             Shares Acquired on    Value Realized (S)         Exercisable/             Exercisable/
                               Exercise (#)                                 Unexercisable            Unexercisable
--------------------------- -------------------- --------------------- ------------------------ ----------------------
--------------------------- -------------------- --------------------- ------------------------ ----------------------
<S>                                  <C>                  <C>               <C>                         <C>

Norman R. Dobiesz(1)                 -                    -                       -                       -
--------------------------- -------------------- --------------------- ------------------------ ----------------------
--------------------------- -------------------- --------------------- ------------------------ ----------------------
Samuel A. Greco(1)                   -                    -                       -                       -
--------------------------- -------------------- --------------------- ------------------------ ----------------------
--------------------------- -------------------- --------------------- ------------------------ ----------------------
Edwin E. Carty, Jr.(2)               -                    -                 30,000/20,000               %(2)
--------------------------- -------------------- --------------------- ------------------------ ----------------------
--------------------------- -------------------- --------------------- ------------------------ ---------------------
Michael J. Kuhn(3)                   -                    -                 30,000/20,000               %(3)
--------------------------- -------------------- --------------------- ------------------------ ----------------------
<FN>
<F1>
(1)  No options have been granted to Mr. Dobiesz or to Mr. Greco.
</FN>

<FN>
<F2>
(2)  None of the options  granted to Mr. Carty were in the money on December 31,
     2003.
</FN>

<FN>
<F13>
(3)  None of the options  granted to Mr. Kuhn were in the money on December  31,
     2003.
</FN>
</TABLE>


EXECUTIVE EMPLOYMENT AGREEMENTS

     Effective  March 1, 2002,  Messrs.  Dobiesz and Greco entered into ten (10)
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.

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 2003, 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 April 30, 2003 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 Beneficial Ownership          Title of Class          Amount and Nature of        Percent of
                                                                                Beneficial Ownership        Class(2)(6)
--------------------------------------------------- ------------------------ ---------------------------- ---------------
--------------------------------------------------- ------------------------ ---------------------------- ---------------
<S>                                                   <C>                         <C>                         <C>
Norman R. Dobiesz(3)                                     Common Stock             19,562,500 shares           53.8%
Chairman, Chief Executive Officer and Director        Series A Preferred             100,000 shares            100%
                                                             Stock
--------------------------------------------------- ------------------------ ---------------------------- ---------------
--------------------------------------------------- ------------------------ ---------------------------- ---------------
Samuel A. Greco                                          Common Stock             11,812,500 shares           32.5%
President, Chief Operating Officer and Director
--------------------------------------------------- ------------------------ ---------------------------- ---------------
--------------------------------------------------- ------------------------ ---------------------------- ---------------
Edwin E. Carty, Jr. (4)                                        -                        -                       -
Vice President
--------------------------------------------------- ------------------------ ---------------------------- ---------------
--------------------------------------------------- ------------------------ ---------------------------- ---------------
Michael J. Kuhn(5)                                             -                        -                       -
Vice President
--------------------------------------------------- ------------------------ ---------------------------- ---------------
--------------------------------------------------- ------------------------ ---------------------------- ---------------
All  executive  officers and  directors as a Group       Common Stock             31,375,000 shares           86.3%
(4 persons)                                           Series A Preferred             100,000 shares            100%
                                                             Stock
--------------------------------------------------- ------------------------ ---------------------------- ---------------
<FN>
<F1>
(1) The address of all directors and officers identified above is the address of
the Company at 2150 Whitfield Industrial Way, Sarasota, Florida 34243.
</FN>

<FN>
<F2>
(2) The percentages are calculated based upon 36,348,833  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.
</FN>

<FN>
<F3>
(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.
</FN>

<FN>
<F4>
(4)  Excludes an aggregate of 50,000 shares issuable upon exercise of options.
</FN>

<FN>
<F5>
(5)  Excludes an aggregate of 50,000 shares issuable upon exercise of options.
</FN>
</TABLE>


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, advanced to the Company $1,764,591 in 2003 and $1,559,868
in 2002, all of which was unpaid at December 31, 2003.

     The Company has advanced funds to entities  controlled by Company  officers
and principal  shareholders  for the year ended  December 31, 2003 and 2002. The
amounts  due to the Company at December  31, 2003 and 2002 were  $1,363,946  and
$1,294,865, respectively.

     The  Company  shares  office  space in  Sarasota,  Florida  with an  entity
controlled by the Company's officer and director.

Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-KSB

     (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 Consolidated Financial Statements.

          (2)  Financial Statement Schedules:

               Schedule II - Valuation and Qualifying Accounts.

               All other consolidated  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 2003.


<PAGE>


     (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.

  3.3          International   Healthcare   Investments   Ltd.,  Inc.   Offering
               Memorandum.  Filed as  Exhibit  4.1 to  V-GPO's  Form  8-K  filed
               February 10, 2004.

 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.

 10.7          Agreement between V-GPO, Inc. and Florida Software Systems,  Inc.
               Filed as Exhibit 10.1 to V-GPO's  Form 10-QSB filed May 15, 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.*

 99.1          Certification of Norman R. Dobiesz Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2003.*

 99.2          Certification  of Samuel A. Greco  Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2003.*

  (*)          Filed as an Exhibit to this Annual  Report on Form 10-KSB for the
               fiscal year ended December 31, 2003.


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The  following  table sets forth fees billed to the Company by our auditors
during the fiscal  years  ended  December  31, 2003 and 2002 for:  (i)  services
rendered for the audit of our annual financial  statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the  performance  of the audit or review of our financial  statements
and that are not reported as Audit Fees,  (iii) services  rendered in connection
with tax  compliance,  tax advice and tax planning,  and (iv) all other fees for
services rendered.

                                 DECEMBER 31, 2003     DECEMBER 31, 2002
                                 -----------------     -----------------
1.  Audit Fees                       $  32,305             $  51,675

2.  Audit Related Fees                      --                    --

3.  Tax Fees                                --                    --

4.  All Other Fees                          --                    --

    Total Fees                       $  32,305             $  51,675


     Audit fees consist of fees billed for  professional  services  rendered for
the audit of the Company's  consolidated  financial statements and review of the
interim  consolidated  financial  statements  included in quarterly  reports and
services that are normally provided by Russell Bedford Stefanou  Mirchandani LLP
in connection with statutory and regulatory filings or engagements.

     Audit-related  fees  consists  of fees  billed for  assurance  and  related
services that are reasonably  related to the  performance of the audit or review
of the Company's consolidated financial statements, which are not reported under
"Audit Fees." There were no  Audit-Related  services  provided in fiscal 2003 or
2002.

     Tax  fees  consists  of  fees  billed  for  professional  services  for tax
compliance, tax advice and tax planning.

     All other fees consist of fees for  products  and  services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2003 or 2002.

     Prior  to  the  Company's  engagement  of  its  independent  auditor,  such
engagement is approved by the Company's audit committee.  The services  provided
under this engagement may include audit services,  audit-related  services,  tax
services and other services.  Pre-approval  is generally  provided for up to one
year and any  pre-approval is detailed as to the particular  service or category
of  services  and is  generally  subject to a specific  budget.  Pursuant to the
Company's Audit Committee Charter,  the independent  auditors and management are
required to report to the Company's audit committee at least quarterly regarding
the extent of services  provided by the independent  auditors in accordance with
this  pre-approval,  and the fees for the services  performed to date. The audit
committee may also pre-approve  particular services on a case-by-case basis. All
audit-related fees, tax fees and other fees incurred by the Company for the year
ended December 31, 2003, were approved by the Company's audit committee.


<PAGE>


                                 CERTIFICATIONS

     I, Norman R. Dobiesz, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of V-GPO, Inc.

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial condition,  results of operations, and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee of the  registrant's  board of directors  (or persons
          performing the equivalent functions);

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record, process,  summarize, and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and


<PAGE>


     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including  any  corrective   actions,   with  regard  to
          significant deficiencies and material weaknesses.

Date:    March 30, 2004


                                    ----------------------------------
                                    Norman R. Dobiesz
                                    Chairman & Chief Executive Officer


<PAGE>


                                 CERTIFICATIONS

     I, Samuel A. Greco, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of V-GPO, Inc.

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial condition,  results of operations, and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules  13a-14 and 15d-14 ) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee of the  registrant's  board of directors  (or persons
          performing the equivalent functions);

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record, process,  summarize, and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and


<PAGE>


     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including  any  corrective   actions,   with  regard  to
          significant deficiencies and material weaknesses.

Date:    March 30, 2004


                                    -----------------------------------
                                    Samuel A. Greco
                                    President & Chief Operating Officer


<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:  March 30, 2004            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             March 30, 2004
                              Chief Executive Officer

    Norman R. Dobiesz


/s/ SAMUEL A. GRECO           Director, President and Chief      March 30, 2004
                              Operating Officer

    Samuel A. Greco


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2003 AND 2002



                         FORMING A PART OF ANNUAL REPORT

                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                                   V-GPO, INC.


<PAGE>


                                   V-GPO, INC.

                          INDEX TO FINANCIAL STATEMENTS


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


                                                                       PAGE NO.
    Report of Independent Certified Public Accountants                   F-3
    Consolidated Balance Sheets at December 31, 2003 and 2002            F-4
    Consolidated Statements of Losses for the Years Ended
     December 31, 2003 and 2002                                          F-5
    Consolidated Statements of Deficiency in Stockholders'
     Equity for the Years Ended December 31, 2003 and 2002               F-6
    Consolidated Statements of Cash Flows for the Years Ended
     December 31, 2003 and 2002                                          F-7
    Notes to Consolidated Financial Statements                       F-8 to F-21


<PAGE>


                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

     We have audited the accompanying consolidated balance sheets of V-GPO, Inc.
and its wholly-owned subsidiary (the "Company") as of December 31, 2003 and 2002
and the related consolidated  statements of losses,  deficiency in stockholders'
equity, and cash flows for the two years then ended. 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 audit 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 audit  provides a reasonable
basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of the Company
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the two years then ended, in conformance  with  accounting  principles
generally accepted in the United States of America.

     The  accompanying  consolidated  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  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants

McLean, Virginia
March 16, 2004

                                       F-3


<PAGE>


                                   V-GPO, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

                                               2003                  2002
                                               ----                  ----

ASSETS
Current Assets:
Cash and Cash Equivalents                     $     5,438           $     3,600
Accounts Receivable, net                          832,186               358,703
Advances to Former Employees, net (Note F)              -                53,197
Prepaid Expenses and Other                        116,774                16,774
                                              -----------           -----------
Total Current Assets                              954,398               432,274


Property, Plant and Equipment: (Note C)
Property, Plant and Equipment                      57,821                55,321
Less:  Accumulated  Depreciation                   48,978                37,066
                                              -----------           -----------
                                                    8,843                18,255


Other Assets:
Advances to Related Parties (Note F)            1,363,946             1,294,865
Software Development, less accumulated
 amortization of $347,762 and $193,206
 and at December 31, 2003 and 2002,
 respectively (Note D)                            425,042               579,598
                                               ----------            ----------
                                                1,788,988             1,874,463

                                              $ 2,752,229           $ 2,324,992
                                              ===========           ===========


LIABILITIES AND DEFICIENCY IN STOCKHOLDERS'
 EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities
(Note E)                                      $ 4,733,247           $ 2,765,495
Advances from Related Parties (Note F)          1,764,591             1,559,868
Other Advances                                    130,500                     -
Notes Payable (Note G)                          1,779,983             1,779,983
Line of Credit (Note H)                           231,250               231,250
Software License Fees (Note I)                  3,625,000             3,625,000
                                              -----------           -----------
Total Current Liabilities                      12,264,571             9,961,596

Commitments and Contingencies (Note N)                  -                     -


DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock, par value $0.001 per
 share; 20,000,000 shares authorized:
 Series A Preferred Stock, par value
 $0.001 per share; 100,000 shares
 authorized; 100,000 issued at December
 31, 2003 and 2002 (Note J)                           100                   100
Common Stock, par value $ 0.0001 per
 share; 100,000,000 shares authorized;
 37,765,500 shares issued and outstanding
 at December 31, 2003 and 2002 (Note J)             3,777                 3,777
Treasury Stock (Note B and J)                    (242,500)             (242,500)
Additional Paid-in Capital                      1,987,362             1,987,362
Accumulated Deficit                           (11,261,081)           (9,385,343)
                                              -----------           -----------
Total Deficiency in Stockholders' Equity       (9,512,342)           (7,636,604)


                                              $ 2,752,229           $ 2,324,992
                                              ===========           ===========


           See accompanying notes to consolidated financial statements

                                      F-4


<PAGE>


                                   V-GPO, INC.
                        CONSOLIDATED STATEMENTS OF LOSSES
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                               2003                  2002
                                               ----                  ----

Revenue:
Consulting Income                              $   590,229           $  915,032

Cost of Goods Sold                                       -                    -
                                               -----------           ----------

Gross Profit                                       590,229              915,032


Operating Expenses
 Selling, General and Administrative             1,867,885            1,823,606
 Depreciation and Amortization Expenses
 (Note C and D)                                    166,468              204,292
                                               -----------          -----------
Total Operating Expenses                         2,034,353            2,027,898


Net Loss from Operations                        (1,444,124)          (1,112,866)


Interest Income (Expense)                         (431,614)            (388,912)
Provision for Income Taxes                               -                    -
                                               -----------          -----------

Net Loss                                       $(1,875,738)         $(1,501,778)
                                               ===========          ===========

Loss per common share (basic and assuming
 dilution) (Note M)                            $     (0.05)         $     (0.04)
                                               ===========          ===========
Weighted average shares outstanding
Basic and diluted                               37,765,500           37,753,814


           See accompanying notes to consolidated financial statements

                                       F-5


<PAGE>


<TABLE>
<CAPTION>

                                   V-GPO, INC.
          CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                   Preferred  Preferred                            Treasury    Additional
                    Series A   Series A  Common      Common Share   Stock       Paid in     Common Stock  Accumulated
                     Shares     Amount   Shares         Amount      Amount      Capital     Subscription    Deficit     Total

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)
                    =======   ========   ==========  ===========   =========   ===========  ============  ===========   ===========
<S>                 <C>       <C>        <C>          <C>          <C>         <C>          <C>           <C>           <C>

Shares issued in
 connection with
 merger with
 Epicure (Note B)         -          -    4,265,500          427           -       266,137            -              -      266,564

Treasury stock
 assumed in
 connection with
 merger with
 Epicure (Note B)         -          -            -            -    (242,500)            -            -              -     (242,500)

Cancellation of
 common stock
 subscription and
 related shares
 (Note J)                 -          -   (3,000,000)        (300)          -    (2,499,700)   2,500,000              -            -


Net loss                  -          -            -            -           -             -            -    (1,501,778)   (1,501,778)
                    -------   --------   ----------  -----------   ---------   -----------   ----------  ------------   -----------

Balance at
 December 31, 2002  100,000   $    100   37,765,500  $     3,777   $(242,500)  $ 1,987,362   $        -  $ (9,385,343)  $(7,636,604)
                    =======   ========   ==========  ===========   =========   ===========   ==========  ============   ===========

Net loss                  -          -            -            -           -             -            -    (1,875,738)   (1,875,738)
                    -------   --------   ----------  -----------   ---------   -----------   ----------  ------------   -----------

Balance at
 December 31, 2003  100,000   $    100   37,765,500  $     3,777   $(242,500)  $ 1,987,362   $        -  $(11,261,081)  $(9,512,342)
                    =======   ========   ==========  ===========   =========   ===========   ==========  ============== ===========
</TABLE>


           See accompanying notes to consolidated financial statements

                                       F-6


<PAGE>


                                   V-GPO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                              2003                 2002
                                              ----                 ----

Cash flows from operating activities:
Net loss from operating activities            $ (1,875,738)        $ (1,501,778)
Adjustments to reconcile net loss to
 net cash (used in) operating activities:
Depreciation and amortization                      166,468              204,292
Common stock issued in connection with
 merger with Epicure (Note B)                            -              266,564
Treasury stock acquired in connection
 with merger with Epicure (Note B)                       -             (242,500)
Reserve for employee advances (Note F)              53,197                    -
Other income in connection with cancel-
 lation of Software Sale Agreement                       -             (250,000)
(Increase) decrease in:
Accounts receivable                               (473,483)            (358,703)
Prepaid expenses and other assets                 (100,000)              (6,830)
Advances to employees                                    -                 (259)
Increase (decrease) in:
Accounts payable and accrued liabilities         1,967,752            1,872,618
                                               -----------          -----------
Net cash (used in) operating activities           (261,804)             (16,596)


Cash flows from investing activities:
Capital expenditures                                (2,500)             (11,441)
                                               -----------          -----------
Net cash (used in) investing activities             (2,500)             (11,441)

Cash flows from financing activities:
Proceeds from line of credit, net of
 costs                                                   -               46,250
Advances to related parties, net of
 repayments                                        (69,081)            (349,981)
Advances from related parties, net of
 repayments                                        204,723              335,168
Other Advances                                     130,500                    -
                                               -----------                    -
Net cash provided by financing activities          266,142               31,437


Net increase in cash and cash equivalents            1,838                3,400
Cash and cash equivalents at beginning of
 the year                                            3,600                  200
                                               -----------          -----------
Cash and cash equivalents at end of the
 year                                          $     5,438          $     3,600
                                               ===========          ===========


Supplemental Information:

Cash paid during the year for interest         $         -          $         -
Cash paid during the year for income
 taxes                                                   -                    -
Acquisition: (Note B)
Assets acquired                                          -                    -
Organizational costs                                     -               36,006
Treasury stock acquired                                  -              242,500
Liabilities assumed                                      -              (11,943)
Common stock issued                                      -             (266,563)
                                               -----------          -----------
Net cash paid for acquisition                  $         -          $         -
                                               ===========          ===========


           See accompanying notes to consolidated financial statements

                                       F-7


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT 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.  (the  "Company"  or "V-GPO") is engaged in the business of owning,
operating,  and/or managing non-urban healthcare  facilities in the southwestern
United  States.  Prior to November  2002,  the Company  also acted as 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.

On January 1, 2002,  the Company  entered into an  Agreement  and Plan of Merger
("Agreement") with Epicure Investments,  Inc. ("Epicure"),  an inactive publicly
registered shell corporation with no significant assets or operations  organized
under the laws of the State of  Florida.  As a result  of the  acquisition,  the
Company is the surviving entity and Epicure is the acquiring entity.  Subsequent
to the date of the merger, Epicure changed its name to V-GPO, Inc. (see Note B).

In April 2002, the Company incorporated  International  Healthcare  Investments,
LTD., Inc. ("IHI") to own/operate and/or manage non-urban healthcare  facilities
operations in the Southwestern United States.

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned subsidiary,  International  Healthcare Investments,  Ltd., Inc.
Significant intercompany transactions have been eliminated in consolidation.

Cash and 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.

Property and Equipment

Property and equipment is stated at cost.  Depreciation is calculated  using the
straight-line method over the estimated useful lives of the assets (See Note C).

Long-Lived Assets

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
("SFAS  144").  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset 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 an impairment in value be indicated,
the carrying value of intangible assets will be adjusted,  based on estimates of
future discounted cash flows resulting from the use and ultimate  disposition of
the asset.  SFAS No. 144 also  requires  assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

                                       F-8

<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company has implemented the provisions on Statement of Financial  Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
that income tax accounts be computed using the liability method.  Deferred taxes
are  determined  based  upon the  estimated  future tax  effects of  differences
between  the  financial   reporting  and  tax  reporting  bases  of  assets  and
liabilities given the provisions of currently enacted tax laws.

Net Earnings (Losses) Per Common Share

The Company computes earnings per share under Statement of Financial  Accounting
Standards No. 128,  "Earnings Per Share" ("SFAS 128"). Net earnings (losses) per
common share is computed by dividing net income  (loss) by the weighted  average
number  of  shares  of  common  stock  and  dilutive  common  stock  equivalents
outstanding during the year. Dilutive common stock equivalents consist of shares
issuable upon conversion of convertible preferred shares and the exercise of the
Company's  stock  options and  warrants  (calculated  using the  treasury  stock
method).

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.

Revenue Recognition

Revenues are recognized in the period that services are provided.

Advertising

The Company  follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred no advertising costs for the years ended December
31, 2003 and 2002.

Research and Development

The Company  accounts for research and development  costs in accordance with the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 2 ("SFAS 2"),  "Accounting  for Research and  Development  Costs."
Under SFAS 2, all research and  development  costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research and  developments  costs are expensed  when the
contracted  work has been performed or as milestone  results have been achieved.
Company-sponsored  research and  development  costs  related to both present and
future  products are expensed in the period  incurred.  The Company  incurred no
expenditures on research and product development for the year ended December 31,
2003 and 2002.

                                       F-9


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Liquidity

As shown in the accompanying consolidated financial statements,  the Company has
incurred a net loss of $1,875,738 and $1,501,778 during the years ended December
31, 2003 and 2002, respectively.  The Company's current liabilities exceeded its
current  assets by  $11,310,173  as of  December  31,  2003.  Consequently,  its
operations  are  subject to all risks  inherent  in the  establishment  of a new
business enterprise.

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  periodically  reviews its
trade  receivables  in  determining  its  allowance for doubtful  accounts.  The
allowance for doubtful accounts was $0 at December 31, 2003 and 2002.

Comprehensive Income

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income".  SFAS No. 130 establishes  standards for the
reporting  and   displaying  of   comprehensive   income  and  its   components.
Comprehensive  income is defined as the change in equity of a business  during a
period from  transactions  and other  events and  circumstances  from  non-owner
sources.  It  includes  all  changes  in  equity  during a period  except  those
resulting from investments by owners and  distributions to owners.  SFAS No. 130
requires  other   comprehensive   income  (loss)  to  include  foreign  currency
translation  adjustments and unrealized  gains and losses on  available-for-sale
securities.

Stock Based Compensation

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148 ("SFAS No. 148"),  "Accounting for  Stock-Based  Compensation-Transition
and  Disclosure-an  amendment of SFAS 123." This statement  amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The  Company  has  chosen  to  continue  to  account  for  stock-based
compensation  using the intrinsic value method  prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is  measured as the excess,  if any, of the fair market  value of the  Company's
stock at the date of the grant over the  exercise  price of the related  option.
The Company has adopted the annual disclosure  provisions of SFAS No. 148 in its
financial  reports  for the year  ended  December  31,  2003 and will  adopt the
interim  disclosure  provisions  for its  financial  reports for the  subsequent
periods.

                                      F-10


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

Had compensation  costs for the Company's stock options been determined based on
the fair value at the grant dates for the  awards,  the  Company's  net loss and
losses  per share  would  have been as  follows  (transactions  involving  stock
options issued to employees and Black-Scholes model assumptions are presented in
Note K):

                                                2003               2002
                                                ----               ----
Net loss - as reported                          $ (1,875,738)      $ (1,501,778)
Add:  Total  stock  based  employee
 compensation   expense  as reported
 under intrinsic value method (APB.
 No. 25)                                                   -                  -
Deduct:  Total  stock  based  employee
 compensation  expense as reported under
 fair value based method (SFAS No. 123)               (7,515)           (24,115)
                                                ------------       ------------
Net loss - Pro Forma                            $ (1,883,253)      $ (1,525,893)
Net loss attributable to common stock-
holders - Pro forma                             $ (1,883,253)      $ (1,525,893)
Basic (and assuming dilution) loss per
 share - as reported                            $      (0.05)      $      (0.04)
Basic (and assuming dilution) loss per
 share - Pro forma                              $      (0.05)      $      (0.04)

Segment Information

Statement of financial accounting standards no. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") 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 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.

New Accounting Pronouncements

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest entity was established.  The adoption of FASB  interpretation
no. 46 will not have a material impact on the Company's results of operations or
financial position.

                                      F-11


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

In April 2003,  the FASB issued  Statement  of  Financial  Accounting  Standards
(SFAS) No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES.  SFAS  149  amends  SFAS No.  133 to  provide  clarification  on the
financial  accounting  and  reporting  of  derivative  instruments  and  hedging
activities and requires that contracts with similar characteristics be accounted
for on a  comparable  basis.  The  provisions  of  SFAS  149 are  effective  for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designated after June 30, 2003. The adoption of SFAS 149 will not
have a material  impact on the  Company's  results of  operations  or  financial
position.

In May 2003,  the FASB  issued SFAS No. 150,  ACCOUNTING  FOR CERTAIN  FINANCIAL
INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH  LIABILITIES  AND  EQUITY.  SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with  characteristics of both liabilities and equity. The provisions
of SFAS 150 are  effective for  financial  instruments  entered into or modified
after May 31, 2003 and to all other  instruments  that exist as of the beginning
of the first interim  financial  reporting period beginning after June 15, 2003.
The  adoption  of SFAS  150 will not have a  material  impact  on the  Company's
results of operations or financial position.

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT  PENSIONS  AND  OTHER  POSTRETIREMENT  BENEFITS  - AN  AMENDMENT  OF  FASB
STATEMENTS  NO.  87,  88,  AND  106.  This  statement   retains  the  disclosure
requirements  contained in FASB statement no. 132, Employers'  Disclosures about
Pensions  and Other  Postretirement  Benefits,  which it  replaces.  It requires
additional  disclosures to those in the original statement 132 about the assets,
obligations,  cash  flows,  and net  periodic  benefit  cost of defined  benefit
pension  plans and other  defined  benefit  postretirement  plans.  The required
information  should  be  provided  separately  for  pension  plans and for other
postretirement  benefit  plans.  The  revision  applies for the first  fiscal or
annual interim period ending after December 15, 2003 for domestic  pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans.  The adoption of this  statement will not have a material
impact on the Company's results of operations or financial positions.

Reclassifications

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

NOTE B- BUSINESS COMBINATIONS

On  January 1, 2002,  the  Company  completed  an  Agreement  and Plan of Merger
("Agreement") with Epicure Investments,  Inc. ("Epicure"),  an inactive publicly
registered shell corporation with no significant assets or operations  organized
under the laws of the State of Florida.  As a result of the  acquisition,  there
was a change in  control  of the public  entity.  Subsequent  to the date of the
merger, Epicure changed its name to V-GPO, Inc.

                                      F-12


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE B- BUSINESS COMBINATIONS (Continued)

For accounting  purposes,  V-GPO shall be the surviving entity and in accordance
with Accounting  Principles Opinion No. 16, Epicure is the acquiring entity. The
transaction is accounted for using the purchase method of accounting. As Epicure
was an inactive corporation with no significant operations, the Company recorded
the carryover  historical basis of net tangible assets  acquired,  which did not
differ  materially  from  their  historical  cost.  The  results  of  operations
subsequent  to the  date of  merger  are  included  in the  Company's  condensed
consolidated statement of losses.

Effective with the Agreement, all previously outstanding common stock, preferred
stock,  options and warrants owned by V-GPO  stockholders  were exchanged for an
aggregate  of  36,500,000  shares  of  Epicure  common  stock.  The value of the
4,265,500  shares of common stock that was retained by Epicure  stockholders was
based upon management's estimate of the fair value of V-GPO, Inc.'s common stock
of $0.06 per share.  In  accordance  with SOP 98-5,  the  Company  has  expensed
$36,006 of organization costs during the year ended December 31, 2002.

The total  consideration paid was $36,006 and the significant  components of the
transaction are as follows:

     Common stock issued                                    $   266,564
     Treasury stock acquired, at cost                          (242,500)
     Excess of liabilities assumed over
      assets acquired                                            11,942
                                                            -----------
     Total consideration paid                               $    36,006
                                                            ===========

NOTE C - PROPERTY AND EQUIPMENT

The  company's  property and equipment at December 31, 2003 and 2002 consists of
the following:

                                                 2003              2002
                                                 ----              ----
     Computer Equipment                          $   44,623        $ 42,123
     Office Furniture                                13,198          13,198
                                                 ----------        --------
     Total                                           57,821          55,321
     Accumulated Depreciation                       (48,978)        (37,066)
                                                 ----------        --------
                                                 $    8,843        $ 18,255
                                                 ==========        ========

Depreciation  expense  included  as a charge to income  amounted  to $11,912 and
$15,900 for the years ended December 31, 2003 and 2002, respectively.

NOTE D - SOFTWARE DEVELOPMENT COSTS

During the period March 1999 through December 2003,  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.  An  aggregate  of $772,804 of
software  development costs, net of liabilities  assumed,  was capitalized as of
December 31, 2003.

                                      F-13


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE D - SOFTWARE DEVELOPMENT COSTS (Continued)

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.

Software  development  costs are  amortized  over a useful  life of five  years.
Amortization  expense  included as a charge to income  amounted to $154,556  and
$154,566  for the  years  ended  December  31,  2003 and  2002.  The  costs  and
accumulated  amortization of software development costs at December 31, 2003 and
2002 are summarized as follows:

                                                 2003             2002
                                                 ----             ----
     Software development costs                  $ 772,804       $ 772,804
     Less: accumulated amortization               (347,762)       (193,206)
                                                 ---------       ---------
     Software development costs, net             $ 425,042       $ 579,598
                                                 =========       =========

NOTE E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable and accrued  liabilities  at December 31, 2003 and 2002 are as
follows:

                                                 2003            2002
                                                 ----            ----
       Accounts payable                          $  654,548      $  574,798
       Accrued interest                           1,244,575         813,053
       Accrued payroll and payroll taxes          2,822,182       1,365,702
       Other                                         11,942          11,942
                                                 ----------      ----------
        Total                                    $4,733,247      $2,765,495
                                                 ==========      ==========

NOTE F - RELATED PARTY TRANSACTIONS

Advances from related parties at December 31, 2003 and 2002 are as follows:

                                                 2003            2002
                                                 ----            ----
     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         325,000
     Series of advances unsecured and
      payable on demand to entities
      controlled by Company officers,
      accrues interest at 10% per annum              60,800          60,800
     Series of advances unsecured and
      payable on demand to Company
      officers, accrues interest at 10%
      per annum                                     610,000         610,000
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      accrues interest at 10% per annum              47,650          47,650

                                      F-14


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE F - RELATED PARTY TRANSACTIONS (Continued)

           (Continued)                           2003            2002
                                                 ----            ----
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      accrues interest at 10% per annum          $  215,800      $  215,800
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      accrues interest at 10% per annum             151,300         146,800
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      accrues interest at 10% per annum              60,000          60,000
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      non-interest bearing                           98,330          18,818
     Series of advances unsecured and
      payable on demand to an entity
      controlled by Company officers,
      non-interest bearing                          120,711               -
                                                 ----------      ----------
                                                 $1,764,591      $1,559,868
                                                 ==========      ==========

The Company also has advanced funds to entities  controlled by Company  officers
and principal  shareholders  for the year ended  December 31, 2003 and 2002. The
amounts  due to the Company at December  31, 2003 and 2002 were  $1,363,946  and
$1,294,865,  respectively.  The advances are non-interest bearing, unsecured and
no formal  repayment  terms or  arrangements  exist. As of December 31, 2003 and
2002,  the Company has advanced  funds to its former  employees in the amount of
$53,197.  In December  2003,  the Company has fully reserved the amount due from
its former employees as the Company has substantial doubts on the collectiblity.

NOTE G - NOTES PAYABLE

Notes payable at December 31, 2002 and 2001 are as follows:

                                                 2003            2002
                                                 ----            ----
     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. The Company is in default
      under the terms of the Note Agreement
      (see Note N).                              $1,779,983     $1,779,983
                                                 ----------     ----------
                                                  1,779,983      1,779,983
     Less: current portion                       (1,779,983)    (1,779,983)
                                                 ----------     ----------
                                                 $        -     $        -
                                                 ==========     ==========

                                      F-15


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE H - LINE OF CREDIT

                                                  2003           2002
                                                  ----           ----
     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.
      The Company is in default under the
      terms of this agreement.                    $ 231,250     $ 231,250
                                                  ---------     ---------
Less Current Portion                               (231,250)     (231,250)
                                                  ---------     ---------
                                                  $       -     $       -
                                                  =========     =========

NOTE I - ACCRUED SOFTWARE LICENSE FEES

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.
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.  During
the year ended December 31, 2001, the Company  defaulted  under the terms of the
Agreement.  In  September  2002,  the Licensor  and the Company  terminated  the
Agreement.  As of December 31, 2003 and 2002, the Company has accrued in current
liabilities previously incurred license fees aggregating $3,625,000.

NOTE J - CAPITAL STOCK

The Company has  authorized  20,000,000  shares of preferred  stock,  with a par
value of $.001 per share. The Company has designated 100,000 shares of preferred
stock as Series A  Preferred  Stock with a par value of $.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.  As of December 31, 2003 and 2002,  the Company has 100,000 shares of
Series A Preferred Stock issued and outstanding.

The Company has authorized  100,000,000 shares of common stock, with a par value
of $.0001  per  share.  As of  December  31,  2003 and  2002,  the  Company  has
37,765,500 shares of common stock issued and outstanding.

                                      F-16


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE J - CAPITAL STOCK (Continued)

In December 2001, the Company entered into a Stock Purchase Agreement ("Purchase
Agreement")  with Southward  Investments,  LLC. In connection  with the Purchase
Agreement, 3,000,000 shares of the Company's restricted common stock were issued
to Southward Investments, LLC at approximately $0.83 per share in exchange for a
subscription receivable aggregating $2,500,000.  The Company did not receive any
proceeds from the stock subscription and, accordingly in the year ended December
31, 2002 the 3,000,000  shares of restricted  common stock were cancelled  along
with the related $2,500,000 stock subscription.

In  January  2002,  the  Company  completed  an  Agreement  and  Plan of  Merger
("Agreement")  with Epicure  Investments,  Inc. (see Note B). Effective with the
Agreement, all previously outstanding common stock, preferred stock, options and
warrants  owned by Company  stockholders  were  exchanged  for an  aggregate  of
36,500,000  shares  of  Epicure  common  stock  and a like  number  of shares of
preferred  stock,  options and warrants.  The value of the  4,265,500  shares of
common  stock  that  was  retained  by  Epicure   stockholders  was  based  upon
management's  estimate  of the  fair  value of the  Company's  common  stock  of
approximately $0.06 per share, or a total of $266,564. Subsequent to the date of
the merger,  Epicure  changed its name to V-GPO,  Inc.  In  connection  with the
merger,  the  Company  also  assumed  1,416,667  shares of common  stock held in
treasury, at Epicure's historical cost of $242,500.

NOTE K - STOCK OPTIONS AND WARRANTS

Employee Stock Options

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.


        Options Outstanding                           Options Exercisable
        -------------------                           -------------------
                        Weighted Average   Weighted                 Weighted
                           Remaining        Average                  Average
Exercise     Number       Contractual      Exercise     Number      Exercise
 Prices    Outstanding    Life (Years)       Price    Exercisable     Price
--------   -----------  ----------------   --------   -----------   --------
 $0.25       250,000         0.25            $0.25      237,500      $0.25

Transactions  involving  stock  options  issued to employees  are  summarized as
follows:

                                                             Weighted Average
                                       Number of Shares      Price Per Share
                                       ----------------      ----------------

  Outstanding at January 1, 2002           250,000                $0.25
    Granted                                      -                    -
    Exercised                                    -                    -
    Canceled or expired                          -                    -
                                           -------                -----
  Outstanding at December 31, 2002         250,000                $0.25
    Granted                                      -                    -
    Exercised                                    -                    -
    Canceled or expired                          -                    -
                                           -------                -----
  Outstanding at December 31, 2003         250,000                $0.25
                                           =======                =====

                                      F-17


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE K - STOCK OPTIONS AND WARRANTS (Continued)

Employee Stock Options (Continued)

The weighted-average fair value of stock options granted to employees during the
years  ended  December  31, 2003 and 2002 and the  weighted-average  significant
assumptions  used to determine those fair values,  using a Black-Scholes  option
pricing model are as follows:

                                                 2003           2002
                                                 ----           ----
     Significant assumptions (weighted-
      average):
      Risk-free interest rate at  grant
       date                                      1.13%          1.67%
      Expected stock price volatility             143%            26%
      Expected dividend payout                      -               -
      Expected option life-years (a)                5               5

     (a) The expected option life is based on contractual expiration dates.

     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 $(1,883,253) and $(0.05) and at December
     31, 2003 and $(1,525,893) and $(0.04) at December 31, 2002, respectively.

Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
non-employees  of the  Company.  These  warrants  were  granted  in lieu of cash
compensation for services performed or financing expenses.


        Warrants Outstanding                           Warrants Exercisable
        --------------------                           --------------------
                        Weighted Average   Weighted                 Weighted
                           Remaining        Average                  Average
Exercise     Number       Contractual      Exercise     Number      Exercise
 Prices    Outstanding    Life (Years)       Price    Exercisable     Price
--------   -----------  ----------------   --------   -----------   --------
 $1.00       643,324         4.00           $1.00       643,324      $1.00
             -------                                    -------
             643,324                                    643,324
             =======                                    =======

Transactions involving warrants are summarized as follows:


                                                             Weighted Average
                                       Number of Shares      Price Per Share
                                       ----------------      ----------------

  Outstanding at January 1, 2002           643,324                $1.00
    Granted                                      -                    -
    Exercised                                    -                    -
    Canceled or expired                          -                    -
                                           -------                -----
  Outstanding at December 31, 2002         634,324                $1.00
    Granted                                      -                    -
    Exercised                                    -                    -
    Canceled or expired                          -                    -
                                           -------                -----
  Outstanding at December 31, 2003         634,324                $1.00
                                           =======                =====

                                      F-18


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE K - STOCK OPTIONS AND WARRANTS (Continued)

Warrants (Continued)

The Company did not grant any  warrants to  non-employees  during the year ended
December  31, 2003 and 2002,  therefore  no expense  was  charged to  operations
during the two years then ended.

NOTE L - INCOME TAXES

The Company has adopted Financial Accounting Standard No. 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 $11,260,000 which expire through 2023, subject to limitations
of Section 382 of the Internal Revenue Code, as amended.  The deferred tax asset
related  to the  carryforward  is  approximately  $3,800,000.  The  Company  has
provided a valuation  reserve  against the full amount of the net operating loss
benefit,  because 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, 2003 are as follows:

     Non-Current:
      Net operating loss carryforward                         $ 3,800,000
      Valuation allowance                                     (3,800,000)
                                                              -----------
      Net deferred tax asset                                  $         -
                                                              ===========

NOTE M - LOSSES PER SHARE

The following  table  presents the  computations  of basic and dilutive loss per
share:

                                                 2003           2002
                                                 ----           ----
Loss Available to Common Shareholders            $(1,875,738)  $(1,501,778)
                                                 ===========   ===========
Basic and Fully Diluted Loss Per Share           $     (0.05)  $     (0.04)
                                                 ===========   ===========
Weighted Average Common Shares Outstanding        37,765,500    37,753,814
                                                 ============  ===========

NOTE N - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company  leases  office  spaces in Florida on a  month-to-month  basis.  The
Company's rental expense for the year ended December 31, 2002 is $54,647. During
the year ended  December  31, 2003,  the Company  shared  office  spaces with an
entity  controlled  by the  Company's  officer and  director.  No rent  expenses
incurred during the year ended December 31, 2003.

                                      F-19


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE N - COMMITMENTS AND CONTINGENCIES (Continued)

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.

Litigation

As described in Note G, the Company is in default  under the terms of its Senior
Convertible  Note  Agreements.  In November  2002, a holder of Company's  Senior
Convertible  Notes  filed a complaint  against the Company in the U.S.  District
Court,  Southern  District of New York, New York. The complaint seeks payment of
the unpaid  principal,  accrued interest and costs aggregating  $260,000.  As of
December 31, 2003, the Company has recorded all unpaid  principal  amount of the
Senior Convertible Notes along with accrued and unpaid interest not paid in full
by maturity dates. Therefore, no additional liabilities need to be recorded as a
result of any final judgment that may be rendered in this matter.

In April,  2003, a former landlord filed a complaint  against V-GPO, Inc. in the
County Court of Dallas for Dallas  County,  Texas.  The complaint  seeks payment
under  remaining  term of an  agreement to lease  certain  real  property in the
amount  of $  406,000  allegedly  due and  unpaid,  plus  interests,  costs  and
attorney's  fees.  The  Company  acknowledges  that it leased  the  property  in
question,  however  disputes that this amount is owed.  Management  believes the
ultimate  outcome of this matter will not have a material  adverse effect on the
Company's consolidated financial position or results of operations.

In May 2003, the Texas Work Force  Commission  awarded a former  employee of the
Company  approximately  $16,000 in  connection  with a wage  claim.  The Company
believes it has  meritorious  defenses to the  employee's  claims and intends to
vigorously  defend itself  against the claim.  Management  believes the ultimate
outcome of this matter will not have a material  adverse effect on the Company's
consolidated financial position or results of operations.

The Company is subject to other legal proceedings and claims, which arise in the
ordinary  course of its  business.  Although  occasional  adverse  decisions  or
settlements may occur, the Company  believes that the final  disposition of such
matters  should not have a material  adverse  effect on its financial  position,
results of operations or liquidity.

NOTE O - MAJOR CUSTOMERS

Revenue from the Company's three major customers approximated $540,000 or 91% of
sales and  $630,000  or 69% of sales for the years ended  December  31, 2003 and
2002, respectively.

NOTE P - ONGOING CONCERN MATTERS

The accompanying consolidated financial 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  accumulated losses of $11,261,081.  This factor
among others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

                                      F-20


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE P - GOING CONCERN MATTERS (Continued)

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its 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.

NOTE Q - SUBSEQUENT EVENTS

Subsequent  to the date of  financial  statements,  the  Company's  wholly-owned
subsidiary,  IHI,  entered into an Offering  Memorandum  to sell an aggregate of
$275 million principal amount of bonds ("Bonds"). The Bonds bear 12% of interest
per annum and are due in 2014. The Company fully and unconditionally  guaranteed
the Bonds.  Upon receipt of the net proceeds for the issuance of the Bonds,  the
Company  expects to use the proceeds of the Bonds to complete  the  financing of
the acquisition of the certain  healthcare  facilities,  provide working capital
for operations and facilitate any  acquisitions  the Company may identify in the
future.  There is no assurance the funding will be received.

                                      F-21