1

                     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, 2002

    [  ]     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: $ 915,032.

The aggregate market value (closing sale price) on the OTC Bulletin Board of the
Registrant's  Common  Stock  held by  non-affiliates  at  April  21,  2003,  was
approximately  $1,740,842.  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 April 30, 2003,  37,765,500  shares of the Registrant's  common stock, par
value  $.0001,  were  issued and  outstanding.

Exhibit  index  appears on pages _______.


<PAGE>


                                TABLE OF CONTENTS

PART I                                                                    PAGE

     Item 1     Business                                                   3

     Item 2     Property                                                   4

     Item 3     Legal Proceedings

     Item 4     Submission of Matters to a Vote of Security Holders        5

PART II

     Item 5     Market for Common Equity and Related Stockholder
                Matters                                                    5

     Item 6     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                        5-8

     Item 7     Financial Statements and Schedule                          8

     Item 8     Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure                       8-9

PART III

     Item 9     Directors and Executive Officers of the Registrant         9

     Item 10    Executive Compensation                                     9

     Item 11    Security Ownership of Certain Beneficial Owners and
                Management                                                 12

     Item 12    Certain Relationships and Related Transactions            12-13

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

     Item 14    Controls and Procedures                                    14

SIGNATURES                                                                 15


<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
reincorporation 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 D.

     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  toward  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.

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

     In July 2002, IHI signed a Letter of Intent to acquire a general acute care
hospital  in  Oklahoma  City,  Oklahoma.  The  hospital  provides  a variety  of
healthcare  services including  emergency care,  surgery,  imaging, CT scanning,
magnetic resonance imaging,  physical therapy and pain management  services.  As
part of the  proposed  acquisition,  IHI's  wholly  owned  subsidiary,  Oklahoma
Hospital  Solutions,   Inc.  ("OHSI")  entered  into  an  agreement  to  provide
management  services to the  hospital  pending the  proposed  acquisition  for a
period of up to 12 months.  In January 2002, OHSI signed an agreement to acquire
this general acute care hospital.  The proposed acquisition under this agreement
is  subject to a variety  of  conditions  and  prerequisites  including  without
limitation due diligence,  financing and regulatory  approvals.  There can be no
assurance that the parties will be able to satisfy these and other conditions of
the definitive agreement or, that if such conditions are satisfied, the proposed
acquisition will close.

     In order to  finance  IHI's  acquisitions  of  healthcare  facilities,  the
Company has entered into an engagement  letter with a funding  source to arrange
financings of up to $100,000,000 debt and $10,000,000  equity  (collectively the
"Financings").  There can, however, be no assurance that the funding source will
be able to arrange the  Financings  on terms and  conditions  acceptable  to the
Company,  or that if arranged,  the Company will be able to  successfully  close
these Financings. The Company is also arranging other debt and equity financing,
including a possible mortgage finance related to the general acute care hospital
in Oklahoma City, Oklahoma.

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.

     Many of the  Company's  existing  and  potential  competitors  have  longer
operating   histories  in  the  healthcare   facilities  market,   greater  name
recognition,  and greater financial,  technical and marketing resources than the
Company. As a result of these factors,  the Company's  competitors and potential
competitors may be able to respond more quickly to market forces, undertake more
extensive  marketing  campaigns for their  facilities and services and make more
attractive offers to prospective  acquisition  targets and suppliers,  potential
employees and strategic partners. The Company cannot assure that it will be able
to maintain or expand its position in this competitive  market.  The Company may
not be able to compete  successfully  against current and future competitors and
competition  could  result in reduced  revenues,  gross  margins  and  operating
margins and/or loss of market share.

ITEM 2.  PROPERTY

     The Company's  headquarters is located at 2150 Whitfield  Industrial Way in
Sarasota,  Florida  where it rents  office  space on a month to month  basis for
$3,100 a month.

ITEM 3.  LEGAL PROCEEDINGS

     There is known litigation pending against the Company.

     1.   In April,  2003,  the  Dallas,  Texas 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.  Upon any
          entry of Final  Judgment,  the  Company  expects  to file  a Notice of
          Appeal and/or make application to vacate any Final Judgment.

     2.   In March,  2003,  the  Company  entered  into a  Settlement  Agreement
          relating to litigation  filed in Federal 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 $200,000. In February,  2003, the Company filed a Motion to Dismiss
          the  Complaint  which is  expected  to be heard  by the Court in July,
          2003.

     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,  there is no active,  public  trading  market for the Company's
Common  Stock  and the  Company  cannot  assure  that  one will  develop  and be
maintained in the future.

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

HOLDERS

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

DIVIDENDS

     The holders of Common Stock are entitled to share ratably in dividends when
and as declared by the board of directors  out of funds legally  available.  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, 2002 and 2001.  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.

     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.

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

     o  Discontinue  its supply  chain  management  and B-2-B vending activities
        to  focus its  attention  and resources  exclusively  on the  ownership,
        management and/or operation of healthcare facilities

     o  Provide  timely and  adequate working  capital  for the  development and
        expansion  of its healthcare  facilities ownership,  management,  and/or
        operational activities

     o  Control all-around general overhead cost


                              RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2002 AND 2001

REVENUES

     The  Company's  total  revenues  were  $915,032 for the twelve month period
ended  December 31, 2002 compared to $488,696 for the same period ended December
31,  2001,  a increase of $426,336,  or 87%.  The  increase is  attributable  to
acquiring new customers in 2002.

COST OF SALES

     The Company's  cost of sales were $0 in 2002 compared to $2,900,000 in 2001
an decrease of $2,900,000.  The decrease is attributed to a shift in business to
concentrate  on  the  facilities   operations  business  and  therefore  cutting
healthcare personnel from the operations due to lack of capital funding.

OPERATING EXPENSES

     The Company's  operating expenses decreased $86,545 from $2,114,444 for the
year ended  December 31, 2001  compared to $ 2,027,899 for the same period ended
December 31, 2002, or 4%. Selling,  general and administrative  expenses for the
twelve-month  period ended December 31, 2002 increased  $129,723 from $1,693,884
in 2001 to $1,823,607,  or 8%. The selling,  general and administrative expenses
increase is  attributed to the support of the  Company's  active  pursuit of new
business and was due to the Company incurring legal,  consulting,  and financial
advisory  fees and costs in  connection  with the  marketing of its  proprietary
software  products.  Depreciation  and  amortization  expense for the year ended
December 31, 2002  decreased  $216,268  from  $420,560 in 2001 to $204,292.  The
decrease  was  due to  normal  accounting  treatment  in  2002.  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, 2002 was
$388,912,  an increase  of  $36,127,  from  $352,785  for the same period  ended
December  31, 2001.  The  increase in interest  expense is due to an increase in
borrowings the company had to make to support it's expenses.

LIQUIDITY AND CAPITAL RESOURCES

DECEMBER 31, 2002

     As of December  31,  2002,  the Company  had a working  capital  deficit of
$9,529,323  compared to a deficit of  $10,894,477 at December 31, 2001 a deficit
increase of $1,365,154. The increase in working capital deficit is attributed to
expenses in developing it's business model.

     As a result of our  operating  losses,  the  Company  generated a cash flow
deficit of $16,596 from  operating  activities  during the  twelve-month  period
ended December 31, 2002 The cash flow deficit is primarily  attributable  to the
Company's net loss from operations of $1,501,778  adjusted for  depreciation and
amortization of $204,292 and changes in accounts receivable,  advances, accounts
payable and accrued expenses.

     Cash flows used in investing  activities for the twelve-month  period ended
December 31, 2002 consisted  primarily of the acquisition of $11,441 of computer
and other related equipment

     Cash  flows  provided  by  financing  activities  were  $31,437  during the
twelve-month  period ended  December 31,  2002.  The Company  repaid $0 of funds
previously advanced to the Company by related parties.

     Our independent  certified  public  accountants have stated in their report
included in our December 31, 2002 Form 10-KSB,  that we have incurred  operating
losses since its inception,  and that we are dependent upon management's ability
to  develop  profitable  operations.   These  factors  among  others  may  raise
substantial doubt about our ability to continue as a going concern.

     In December  2001,  the Company  entered into a Software Sale  Agreement to
acquire  the  title to  certain  software  previously  licensed  from an  entity
controlled by the Company's  Chief Executive  Officer and principal  shareholder
("Software  Owners").  Under the Software Sale Agreement,  the Company agreed to
acquire title to the software for $30,000,000 in the form of a promissory  note.
Costs in excess of net assets acquired are amortized over 10 years.  The Company
has been in default under the terms of this  agreement.  In September  2002, the
Company  and  Software  Owners  entered  into a new  agreement,  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,  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 and any unpaid interest. The Software Sale Agreement was formally
canceled.

RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements

     In July 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 141,  "Business  Combinations"
(SFAS No.  141),  and  Statement  of  Financial  Accounting  Standards  No. 142,
"Goodwill  and Other  Intangible  Assets"  (SFAS No. 142).  The FASB also issued
Statement of Financial Accounting Standards No. 143, "Accounting for Obligations
Associated  with the  Retirement  of  Long-Lived  Assets"  (SFAS No.  143),  and
Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets"  (SFAS No.  144) in August and
October 2001, respectively.

     SFAS No. 141  requires  the  purchase  method of  accounting  for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

     Effective  January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize  goodwill and other intangible assets
with indefinite  lives,  but such assets will be subject to periodic testing for
impairment.  On an annual basis,  and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and  write-downs  to be included in results from  operations may be
necessary.  SFAS No. 142 also  requires  the Company to complete a  transitional
goodwill impairment test six months from the date of adoption.

     Any goodwill  impairment  loss  recognized as a result of the  transitional
goodwill  impairment test will be recorded as a cumulative effect of a change in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no  material  impact on the  Company's  consolidated  financial
statements.

     SFAS No. 143  establishes  accounting  standards  for the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material  impact on its  consolidated  results  of  operations  and  financial
position  upon  adoption.  The  Company  plans to adopt SFAS No.  143  effective
January 1, 2003.

     SFAS No. 144  establishes a single  accounting  model for the impairment or
disposal of long-lived assets, including discontinued  operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121),  and APB Opinion No. 30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144  effective  January 1, 2002.  The  adoption  of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

     In April 2002,  the FASB issued  Statement  No.  145,  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt", and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor Carriers".  This Statement  amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

     In June 2002,  the FASB issued  Statement  No. 146,  "Accounting  for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The provisions
of this  Statement  are  effective  for  exit or  disposal  activities  that are
initiated  after  December  31, 2002,  with early  application  encouraged.  The
Company does not expect the adoption to have a material  impact to the Company's
financial position or results of operations.

     In October  2002,  the FASB  issued  Statement  No. 147,  "Acquisitions  of
Certain  Financial  Institutions-an  amendment of FASB Statements No. 72 and 144
and  FASB  Interpretation  No.  9",  which  removes  acquisitions  of  financial
institutions  from  the  scope of both  Statement  72 and  Interpretation  9 and
requires that those  transactions be accounted for in accordance with Statements
No. 141,  Business  Combinations,  and No. 142,  Goodwill  and Other  Intangible
Assets.  In addition,  this  Statement  amends SFAS No. 144,  Accounting for the
Impairment or Disposal of Long-Lived  Assets,  to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible  assets.  The  requirements  relating to  acquisitions  of  financial
institutions is effective for  acquisitions for which the date of acquisition is
on or after  October 1, 2002.  The  provisions  related  to  accounting  for the
impairment  or disposal of certain  long-term  customer-relationship  intangible
assets are effective on October 1, 2002.  The adoption of this Statement did not
have a  material  impact to the  Company's  financial  position  or  results  of
operations as the Company has not engaged in either of these activities.

     In December  2002,  the FASB issued  Statement  No.  148,  "Accounting  for
Stock-Based Compensation-Transition and Disclosure", which amends FASB Statement
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  Statement  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  transition  guidance  and  annual  disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002,  with earlier  application  permitted  in certain  circumstances.  The
interim  disclosure  provisions are effective for financial  reports  containing
financial  statements for interim periods beginning after December 15, 2002. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial  position or results of  operations  as the Company has not elected to
change to the fair value based method of  accounting  for  stock-based  employee
compensation.

     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.

ITEM 7. FINANCIAL STATEMENTS

     Financial  statements  as of and for the years ended  December 31, 2002 and
December  31, 2001 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

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

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

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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

<TABLE>
---------------------------- -------------- ------------------------------------
<CAPTION>

         NAME                     AGE                    POSITION
---------------------------- -------------- ------------------------------------
---------------------------- -------------- ------------------------------------
<C>                           <C>            <C>
                                              Chairman,  Chief Executive Officer
  Norman R. Dobiesz               55          and a Director
---------------------------- -------------- ------------------------------------
---------------------------- -------------- ------------------------------------
                                              President, Chief Operating Officer
  Samuel A. Greco                 51          and a Director
---------------------------- -------------- ------------------------------------
---------------------------- -------------- ------------------------------------

  Edward E. Carty, Jr.            54          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, 2002 (collectively, the "Named
Officers").

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
---------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
                                                                               Securities
   Name and                                                      Restricted    Underlying
   Principal                                    Other Annual       Stock        Options/       LTIP        All Other
   Position       Year     Salary     Bonus    Compensation(1)     Awards       SARs(#)       Payouts    Compensation
---------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
---------------- ------- ----------- --------- ----------------- ----------- ---------------- --------- --------------
<S>              <C>     <C>         <C>       <C>               <C>         <C>              <C>       <C>

Norman R.         2002      (6)         -             -              -              -            -            -
Dobiesz,          2001      (2)         -             -              -              -            -            -
Chairman          2000      (2)         -             -              -              -            -            -
& CEO             1999      (2)

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

Samuel A.         2002      (6)         -             -              -              -            -            -
Greco             2001      (3)         -             -              -              -            -            -
President         2000      (3)         -             -              -              -            -            -
& COO             1999      (3)

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

Edwin E.          2002      (4)         -             -              -              -            -            -
Carty, Jr.,       2001    $120,000      -             -              -              -            -            -
Vice              2000    $120,000      -             -              -        50,000 shares      -            -
President         1999    $120,000

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

Michael J.       2002       (5)         -             -              -              -            -            -
Kuhn,            2001     $120,000      -             -              -              -            -            -
Vice             2000     $120,000      -             -              -        50,000 shares      -            -
President        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.

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

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

(4)  Mr. Carty  received  only partial year  compensation  through  December 31,
     2002.

(5)  Mr. Kuhn received only partial year compensation through December 31, 2002.

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


<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
--------------------------- ------------------------- -------------------------- ------------------- -----------------
                              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.
(2) No options or SARs were granted Mr. Carty in 2002.
(3) No options or SARs were granted to Mr. Kuhn in 2002.
</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 FY-Ended      Options/SARs at
                                                                            (#) (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)              -                    -                 20,000/30,000                %(2)
--------------------------- -------------------- --------------------- ------------------------ ----------------------
--------------------------- -------------------- --------------------- ------------------------ ----------------------

Michael J. Kuhn(3)                   -                    -                 20,000/30,000                %(3)
--------------------------- -------------------- --------------------- ------------------------ ----------------------
<FN>
<F1>
(1) No options have been granted to Mr. Dobiesz or to Mr. Greco.
(2) None of the options  granted to Mr. Carty  were in the money on December 31,
    2002.
(3) None of the options  granted to Mr. Kuhn  were in the money  on December 31,
    2002.
</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.

     On April 25, 2002,  the Company  entered  into a three (3) year  Employment
Agreement  with  Sunasir  Sen  effective  as  of  April  25,  2002  ("Employment
Agreement").  Under the Employment  Agreement,  which was terminable upon thirty
(30) days prior written  notice,  Mr. Sen acted as Executive  Vice President and
Chief Financial Officer of the Company. On August 12, 2002, Mr. Sen resigned and
terminated the Employment Agreement with written notice.

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 2002, 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               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.

(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.

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

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

(5)  Excludes an aggregate of 50,000 shares issuable upon exercise of options.
</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 $1,559,868 in 2002 and $1,224,700
in 2001, all of which was unpaid at December 31, 2002.

     The Company has advanced funds to entities  controlled by Company  officers
and principal  shareholders  for the year ended Decembver 31, 2002 and 2001. The
amounts  due to the Company at December  31, 2002 and 2001 were  $1,294,865  and
$944,884, respectively.

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

     In December  2001,  the Company  entered into a Software Sale  Agreement to
acquire  the  title to  certain  software  previously  licensed  from an  entity
controlled by the Company's  Chief Executive  Officer and principal  shareholder
("Software  Owners").  Under the Software Sale Agreement,  the Company agreed to
acquire title to the software for $30,000,000 in the form of a promissory  note.
Costs in excess of net assets acquired are amortized over 10 years.  The Company
has been in default under the terms of this  agreement.  In September  2002, the
Company  and  Software  Owners  entered  into a new  agreement,  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,  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 and any unpaid interest. The Software Sale Agreement was formally
canceled.

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 on Page _____.

          (2)  Financial Statement Schedules:

               Schedule II - Valuation and Qualifying Accounts is on Page ____.

               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 2002.

     (c)  Exhibits:

EXHIBIT                                     DESCRIPTION

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

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

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

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

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

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

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

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

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

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.*

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

99.1     Certification  of Norman   R. Dobiesz  Pursuant to  Section 906  of the
         Sarbanes-Oxley Act of 2002.*

99.2     Certification  of  Samuel  A. Greco  Pursuant  to  Section 906  of  the
         Sarbanes-Oxley Act of 2002.*

(*)      Filed as an Exhibit to this Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 2002.

ITEM 14. 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  Quarterly  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.


<PAGE>


SIGNATURES

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

                                    V-GPO, INC.

Dated:  May 20, 2003               By: /s/ Norman R. Dobiesz

                                    Norman R. Dobiesz
                                    Chairman and Chief Executive Officer

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

     SIGNATURES                   TITLE                           DATE
     ----------                   -----                           ----


/s/ Norman R. Dobiesz         Director, Chairman and           May 20, 2003
                              Chief Executive Officer
Norman R. Dobiesz


/s/ Samuel A. Greco           Director, President and Chief    May 20, 2003
                              Operating Officer
Samuel A. Greco


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2002 AND 2001



                         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, 2002 and 2001          F-4
     Consolidated Statements of Losses for the Years Ended
       December 31, 2002 and 2001                                       F-5
     Consolidated Statements of Deficiency in Stockholders'
       Equity for the Years Ended December 31, 2002 and 2001            F-6
     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2002 and 2001                                       F-7
     Notes to Consolidated Financial Statements                     F-8 to F-23


<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, 2002 and 2001
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 audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe our audits  provide a reasonable
basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the financial position of the Company,
Inc. as of December 31, 2002 and 2001, 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
O, 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 O.  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
May 14, 2003

                                       F-3


<PAGE>


                                   V-GPO, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

                                                  2002                 2001
                                                  ----                 ----
        ASSETS

Current Assets:
Cash and Equivalents                             $    3,600          $      200
Accounts Receivable, net                            358,702                   -
Employee Advances                                    53,197               52,93
Prepaid Expenses and Other                           16,774               9,944
                                                 ----------          ----------
Total Current Assets                                432,273              63,082


Property, Plant and Equipment: (Note C)
Property, Plant and Equipment                        55,321              55,130
Less:  Accumulated  Depreciation                     37,066              21,166
                                                 ----------          ----------
                                                     18,256              33,964

Other Assets:
Financing Costs, less accumulated
 amortization of $ 581,315 and $547,483
 at December 31, 2002 and 2001,
 respectively (Note D)                                    -              22,582
Costs in Excess of Net Assets Acquired,
 less accumulated amortization of $250,000
 at December 31, 2001 (Note D)                            -          29,750,000
Software Development, less accumulated
 amortization of $193,200 and $38,640 at
 December 31, 2002 and 2001, respectively
 (Note D)                                           579,598             734,158
Advances to Related Parties (Note F)              1,294,865             944,884
                                                 ----------          ----------
                                                  1,874,463          31,451,624
                                               $  2,324,992        $ 31,548,670
                                               ============        ============

        LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable and Accrued Liabilities
 (Note E)                                       $ 2,765,495       $     892,876
Long Term Liabilities, current portion
 (Note D)                                                 -           3,250,000
Advances from Related Parties (Note F)            1,559,868           1,224,700
Notes Payable (Note G)                            1,779,983           1,779,983
Line of Credit (Note H)                             231,250             185,000
Software License Fees (Note I)                    3,625,000           3,625,000
                                                 ----------           ---------
Total Current Liabilities                         9,961,596          10,957,559
Long Term Liabilities (Note D)                            -          26,750,000
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, 2002 and 2001, respectively (Note J)               100                 100
Common Stock, par value $0.0001 per share;
 100,000,000 shares authorized; 37,765,500
 and 36,500,000 shares issued at December
 31, 2002 and 2001, respectively (Note J)             3,777               3,650
Treasury Stock (Note B and J)                      (242,500)                  -
Additional paid in Capital                        1,987,362           4,220,926
Common stock subscription receivable (Note J)             -          (2,500,000)
Accumulated Deficit                              (9,385,343)         (7,883,565)
                                                -----------         -----------
Total Deficiency in Stockholders'Equity          (7,636,604)         (6,158,889)
                                               $  2,324,992        $ 31,548,670
                                               ============        ============


          See accompanying notes to consolidated financial statements

                                       F-4


<PAGE>


                                   V-GPO, INC.
                        CONSOLIDATED STATEMENTS OF LOSSES
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                   2002                    2001
                                                   ----                    ----

Revenue:
Consulting Income                            $  915,032              $  488,696
                                             ----------              ----------
                                                915,032                 488,696

Cost of Goods Sold                                    -               2,900,000
                                             ----------              ----------
Gross Profit (Loss)                             915,032              (2,411,304)

Operating Expenses:
Selling, General and Administrative           1,823,607               1,693,884
Depreciation and Amortization Expenses          204,292                 420,560
                                             ----------              ----------
Total Operating Expenses                      2,027,899               2,114,444

Net Loss from Operations                     (1,112,866)             (4,525,748)

Interest Income (Expense)                      (388,912)               (352,785)
Income (taxes) benefit                                -                       -
                                             ----------              ----------
Net Loss                                   $ (1,501,778)           $ (4,878,533)
                                           ============            ============

Loss per common share (basic and
 assuming dilution)(Note M)                $      (0.04)           $      (0.15)
                                           ============            ============
Weighted average shares outstanding
Basic and diluted                            37,753,814              32,439,726


           See accompanying notes to consolidated financial statements

                                       F-5


<PAGE>


<TABLE>
                                   V-GPO, INC.
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>
                              Preferred    Preferred                                  Treasury     Additional     Accumulated
                               Series A     Series A      Common      Common Share      Stock        Paid in      Common Stock
                                Shares       Amount       Shares         Amount         Amount       Capital      Subscription

<S>                            <C>          <C>        <C>               <C>        <C>            <C>             <C>
BALANCE AT DECEMBER 31, 2000   100,000      $   100    32,000,000        $ 3,200    $        -     $1,515,596      $         -
Issuance of Common stock in
 exchange for financing fee          -            -     1,500,000            150             -         36,850                -

Common stock Subscription            -            -     3,000,000            300             -      2,499,700       (2,500,000)

Contribution of Software by
 founder                             -            -             -              -             -        168,779                -

Net loss                             -            -             -              -             -              -                -
                               -------     --------    ----------        -------    ----------     ----------      -----------
BALANCE AT DECEMBER 31, 2001   100,000     $    100    36,500,000        $ 3,650    $        -     $4,220,925      $(2,500,000)
                               =======     ========    ==========        =======    ==========     ==========      ===========

Shares issued in connection
 with merger with Epicure
 (Note B)                            -            -     4,265,500            427            -         266,137                -
Treasury stock  assumed in
 connection with merger with
 Epicure (Note B)                    -            -             -              -     (242,500)              -                -

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

Net loss                             -            -             -              -            -               -                -
                               -------      -------    ----------        -------    ---------      ----------      -----------
BALANCE AT DECEMBER 31, 2002   100,000      $   100    37,765,500        $ 3,777    $(242,500)     $1,987,362      $         -
                               =======      =======    ==========        =======    =========      ==========      ===========
<FN>
<F1>
           See accompanying notes to consolidated financial statements
</FN>
</TABLE>

<TABLE>
                                   V-GPO, INC.
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<CAPTION>
                               Deficit in
                                Retained
                                Earnings       Total

<S>                            <C>             <C>
BALANCE AT DECEMBER 31, 2000   $(3,005,032)    $(1,486,136)
Issuance of Common stock in
 exchange for financing fee              -          37,000

Common stock Subscription                                -

Contribution of Software by
 founder                                 -         168,779

Net loss                        (4,878,533)     (4,878,533)
                                -----------     -----------
BALANCE AT DECEMBER 31, 2001   $(7,883,565)    $(6,158,890)
                               ===========     ===========

Shares issued in connection
 with merger with Epicure
 (Note B)                                -         266,564
Treasury stock  assumed in
 connection with merger with
 Epicure (Note B)                       -        (242,500)

Cancellation of common stock
 subscription and related
 shares (Note J)                         -               -

Net loss                        (1,501,778)     (1,501,778)
                                -----------     ----------
BALANCE AT DECEMBER 31, 2002   $(9,385,344)    $(7,636,604)
                               ===========     ===========
<FN>
<F1>
           See accompanying notes to consolidated financial statements
</FN>
</TABLE>
                                       F-6


<PAGE>


                                   V-GPO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                   2002                    2001
                                                   ----                    ----
Cash flows from operating
 activities:
Net loss from operating
 activities                                 $(1,501,778)            $(4,878,533)

Adjustments to reconcile net
 loss to net cash provided by
 (used in)operating activities:
Depreciation and amortization                   204,292                 420,560
Common stock issued for services                      -                  37,000
Common stock issued in connection
 with merger with Epicure                       266,563                       -
Treasury stock assumed in connection
 with merger with Epicure                      (242,500)                      -
Other income in connection with
 cancellation of Software Sale
 Agreement                                     (250,000)                      -
(Increase) decrease in:
Accounts receivable                            (358,703)                      -
Prepaid expenses and other assets                (6,830)                      -
Advances to employees                              (259)                      -
Increase (decrease) in:
Accounts payable and accrued liabilities      1,872,619                 760,015
License fees due                                      -               2,650,000
                                             ----------              ----------
Net cash Used in Operating Activities           (16,596)             (1,010,958)

Cash flows from investing activities:
Capital expenditures, net                       (11,441)                 (3,649)
                                             ----------               ----------
Net Cash Used in Investing Activities           (11,441)                 (3,649)

Cash flows from financing activities:
Proceeds from line of credit, net of
 costs                                           46,250                 150,000
Advances to related parties                    (349,981)               (214,764)
Advances from related parties                   381,515               1,074,700
Repayment of advances from related
 parties                                        (46,347)                      -
                                             ----------              ----------
Net Cash Provided By Financing Activities        31,437               1,009,936

Net increase (decrease) in cash and
 cash equivalents                                 3,400                  (4,671)
Cash and cash equivalents at
 beginning of the year                              200                   4,871
                                             ----------              ----------
Cash and Cash equivalents at End of
 the Year                                    $    3,600              $      200
                                             ==========              ==========

Supplemental Information:
Cash paid during the year for interest         $      -               $       -
Cash paid during the year for income
 taxes                                                -                       -
Common stock issued in exchange for
 services                                             -                  37,000
Capitalized software contributed by
 stockholder                                          -                 168,779
Software title acquired in exchange
for notes payable                                     -              30,000,000
Acquisition:
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, 2002 AND 2001

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 "VGPO") 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  undercounted 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, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 at the time services are provided.

ADVERTISING

The Company  follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred advertising costs of $0 and $52,516 for the years
ended December 31, 2002 and 2001, respectively.

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,
2002 and 2001.

                                       F-9


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LIQUIDITY

As shown in the accompanying consolidated financial statements,  the Company has
incurred a net loss of $1,501,778 and $4,878,533 during the years ended December
31, 2002 and 2001, respectively.  The Company's current liabilities exceeded its
current  assets by $  9,529,323  as of  December  31,  2002.  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, 2002 and 2001.

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  charge 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,  2002 and will  adopt the
interim  disclosure  provisions for its financial  reports for the quarter ended
March 31, 2003.

                                      F-10


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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):

                                                  2002                2001
                                                  ----                ----
Net loss - as reported                          $(1,501,778)        $ 4,878,533)
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)             (24,115)           (187,185)
                                                -----------         -----------
Net loss - Pro Forma                            $(1,525,893)        $(5,065,718)
Net loss attributable to common
 stockholders - Pro forma                       $(1,525,893)        $(5,065,718)
Basic (and assuming dilution)
 loss per share - as reported                   $     (0.04)        $     (0.15)
Basic (and assuming dilution)
 loss per share - Pro forma                     $     (0.04)        $     (0.16)

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.

RECLASSIFICATIONS

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

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards No. 141, "Business  Combinations"  (SFAS No.
141),  and Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
Other  Intangible  Assets"  (SFAS No.  142).  The FASB also issued  Statement of
Financial Accounting  Standards No. 143, "Accounting for Obligations  Associated
with the  Retirement  of  Long-Lived  Assets"  (SFAS No. 143),  and Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  (SFAS No.  144) in August and  October  2001,
respectively.

                                      F-11


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

SFAS  No.  141  requires  the  purchase   method  of  accounting   for  business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on the Company's consolidated financial statements.

Effective  January 1, 2002,  the Company  adopted  SFAS No.  142.  Under the new
rules, the Company will no longer amortize  goodwill and other intangible assets
with indefinite  lives,  but such assets will be subject to periodic testing for
impairment.  On an annual basis,  and when there is reason to suspect that their
values  have been  diminished  or  impaired,  these  assets  must be tested  for
impairment,  and  write-downs  to be included in results from  operations may be
necessary.  SFAS No. 142 also  requires  the Company to complete a  transitional
goodwill impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment  test  will  be  recorded  as a  cumulative  effect  of a  change  in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no  material  impact on the  Company's  consolidated  financial
statements.

SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material  impact on its  consolidated  results  of  operations  and  financial
position  upon  adoption.  The  Company  plans to adopt SFAS No.  143  effective
January 1, 2003.

SFAS No.  144  establishes  a single  accounting  model  for the  impairment  or
disposal of long-lived assets, including discontinued  operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121),  and APB Opinion No. 30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144  effective  January 1, 2002.  The  adoption  of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt", and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor Carriers".  This Statement  amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

                                      F-12


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The provisions
of this  Statement  are  effective  for  exit or  disposal  activities  that are
initiated  after  December  31, 2002,  with early  application  encouraged.  The
Company does not expect the adoption to have a material  impact to the Company's
financial position or results of operations.

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial  Institutions-an  amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both  Statement 72 and  Interpretation  9 and  requires  that those
transactions be accounted for in accordance  with  Statements No. 141,  Business
Combinations,  and No. 142,  Goodwill and Other Intangible  Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived  Assets,  to  include  in its scope  long-term  customer-relationship
intangible   assets  of   financial   institutions   such  as   depositor-   and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions is effective
for  acquisitions  for which the date of  acquisition  is on or after October 1,
2002.  The  provisions  related to accounting  for the impairment or disposal of
certain  long-term  customer-relationship  intangible  assets are  effective  on
October 1, 2002. The adoption of this  Statement did not have a material  impact
to the Company's  financial position or results of operations as the Company has
not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure",  which amends FASB Statement 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 Statement 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 transition guidance and annual disclosure  provisions of Statement
148 are effective for fiscal years ending after December 15, 2002,  with earlier
application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim  periods  beginning  after  December 15, 2002.  The adoption of this
statement did not have a material impact on the Company's  financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

                                      F-13


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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.

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.

For accounting  purposes,  VGPO 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 VGPO  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 in the
current period as organization costs the $ 36,006.

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
                                                                   =========

                                      F-14


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE C - PROPERTY AND EQUIPMENT

The  Company's  property and equipment at December 31, 2002 and 2001 consists of
the following:

                                          2002              2001
                                          ----              ----
  Computer Equipment                     $ 42,123          $ 41,931
  Office Furniture                         13,198            13,198
                                         --------          --------
     Total                                 55,321            55,129
  Accumulated Depreciation                (37,065)          (21,165)
                                         --------          --------
                                         $ 18,256          $ 33,964
                                         ========          ========

Depreciation  expense  included  as a charge to income  amounted  to $15,900 and
$15,231 for the year ended December 31, 2002 and 2001, respectively.

NOTE D - OTHER ASSETS

FINANCING COSTS

Financing  fees  related  to  issuance  of notes  payable  are  capitalized  and
amortized over the term of the respective loan. Amortization expense included as
a charge to income  amounted to $33,832 and $124,830 for the year ended December
31,  2002 and 2001,  respectively.  The costs and  accumulated  amortization  of
financing costs at December 31, 2002 and 2001 are summarized as follows:

                                          2002              2001
                                          ----              ----
  Financing costs                        $581,315          $570,065
  Less: accumulated amortization         (581,315)         (547,483)
                                         ---------         ---------
  Financing costs, net                   $      -          $ 22,582
                                         ========          ========

SOFTWARE DEVELOPMENT COSTS

During the period March 1999 through December 2001,  entities  controlled by the
Company's Chief Executive Officer and principal shareholder,  began contributing
to the Company certain capitalized software development costs for the exclusive,
worldwide  distribution  and use by the  Company.  An  aggregate  of $772,798 of
software  development costs, net of liabilities  assumed,  was capitalized as of
December 31, 2001.

In accordance with Staff  Accounting  Bulletin Topic 5-G, the Company  accounted
for the contribution of the capitalized software development costs as assets and
assumption  of  liabilities,  and  a  corresponding  capital  contribution.  The
transaction  is  accounted  for using the  purchase  method of  accounting.  The
Company  recorded  the  carryover   historical  basis  of  net  tangible  assets
contributed, which did not differ materially from their fair value.

                                      F-15


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE D - OTHER ASSETS (CONTINUED)

SOFTWARE DEVELOPMENT COSTS

Software  development  costs are  amortized  over a useful  life of five  years.
Amortization  expense  included as a charge to income  amounted to $154,560  and
$38,640 for the year ended December 31, 2002 and 2001,  respectively.  The costs
and accumulated  amortization of software development costs at December 31, 2002
and 2001 are summarized as follows:

                                          2002               2001
                                          ----              ----
  Software development costs             $772,798          $772,798
  Less: accumulated amortization         (193,200)          (38,640)
                                         --------          --------
  Software development costs, net        $579,598          $734,158
                                         ========          ========

COSTS IN EXCESS OF NET ASSETS ACQUIRED

In December 2001, the Company  entered into a Software Sale Agreement to acquire
the title to certain software  previously  licensed from an entity controlled by
the  Company's  Chief  Executive  Officer and principal  shareholder  ("Software
Owners"). Under the Software Sale Agreement, the Company agreed to acquire title
to the  software for  $30,000,000  in the form of a  promissory  note.  Costs in
excess of net assets acquired are amortized over 10 years.  Amortization expense
included  as a charge to income  amounted  to  $250,000  and for the year  ended
December 31, 2001.

The Company has been in default under the terms of this agreement.  In September
2002, the Company and Software Owners entered into a new agreement,  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,  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 and any unpaid interest. The Software Sale Agreement was formally
canceled.

NOTE E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable and accrued  liabilities  at December 31, 2002 and 2001 are as
follows:

                                              2002          2001
                                              ----          ----
  Accounts payable                           $  574,798    $ 255,865
  Accrued interest                              813,053      424,141
  Accrued payroll and payroll taxes           1,365,702      212,870
  Other                                          11,942            -
                                             ----------    ---------
        Total                                $2,765,495    $ 892,876
                                             ==========    =========

                                      F-16


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE F - ADVANCES TO AND FROM RELATED PARTIES

Advances from related parties at December 31, 2002 and 2001 are as follows:

                                               2002               2001
                                               ----               ----
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            24,000
Series of advances unsecured and payable
 on demand to Company officers, accrues
 interest at 10% per annum                      610,000           480,000
Series of advances unsecured and payable
 on demand to an entity controlled by
 Company officers, accrues interest at
 10% per annum                                   47,650            10,900
Series of advances unsecured and payable
 on demand to an entity controlled by
 Company officers, accrues interest at
 10% per annum                                  215,800           140,000
Series of advances unsecured and payable
 on demand to an entity controlled by
 Company officers, accrues interest at
 10% per annum                                  146,800           109,800
Series of advances unsecured and payable
 on demand to an entity controlled by
 Company officers, accrues interest at
 10% per annum                                   60,000            60,000
Series of advances unsecured and payable
 on demand to an entity controlled by
 Company officers, non-interest bearing          18,818                 -
                                              ---------         ---------
                                             $1,559,868        $1,224,700
                                             ==========        ==========

The Company also has advanced funds to entities  controlled by Company  officers
and principal  shareholders  for the year ended  December 31, 2002 and 2001. The
amounts  due the  Company at  December  31,  2002 and 2001 were  $1,294,865  and
$944,884,  respectively. The advances are non-interest bearing, unsecured and no
formal repayment terms or arrangements exist.

NOTE G - NOTES PAYABLE

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

                                                2002              2001
                                                ----              ----
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-17


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE H - LINE OF CREDIT

                                                2001               2000
                                                ----               ----
Line of Credit, secured by certain
 receivables and related contracts and
 proceeds thereof up to an aggregate of
 $740,000 under a Security Agreement, line
 cannot exceed $370,000, to be repaid upon
 earlier of receipt by Company of accounts
 receivable owed by certain account debtors
 or December 15, 2001. The Company is in
 default under the terms this agreement.      $ 231,250           $ 185,000
Less Current Portion                           (231,250)           (185,000)
                                              ---------           ---------
                                              $       -           $       -
                                              =========           =========

NOTE I - SOFTWARE LICENSE

The Company entered into a Software  License  Agreement  ("Agreement")  in March
1999 with an entity  controlled by the  Company's  Chief  Executive  Officer and
principal  shareholder  ("Licensor").  The  Agreement  provided  for a  limited,
restricted,  non-exclusive,  revocable  worldwide license to use,  reproduce and
sublicense  certain  software owned by the Licensor and two additional  entities
controlled by the Company's Chief Executive  Officer and principal  shareholder.
License fees under the Agreement  were based upon a percentage of revenues to be
subject  to a  $200,000  per month fee and  further  subject  to the  successful
completion of a securities  offering generating at least $7,000,000 of proceeds.
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 a part of the  cancellation of Software Sale Agreement as described
in Note D. As of December 31, 2002 and 2001,  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, 2002 and 2001,  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,  2002 and  2001,  the  Company  has
37,765,500  and  36,500,000  shares  of common  stock  issued  and  outstanding,
respectively.

                                      F-18


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE J - CAPITAL STOCK (CONTINUED)

During the year ended December 31, 2001, the Company issued  1,500,000 shares of
common stock in exchange for financial advisory services valued at $ 37,000. The
common  stock  issued for  services  were  based upon the value of the  services
rendered,  which did not differ  materially from the fair value of the Company's
common stock during the period the services were rendered.

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. The Company did
not receive any proceeds from the stock  subscription  and,  accordingly in 2002
the 3,000,000 shares of restricted common stock subscription receivable.

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 o$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.

<TABLE>

                                Options Outstanding                                     Options Exercisable
                                -------------------                                     -------------------
<CAPTION>

                                            Weighted Average         Weighted                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------      ---------------------    --------------    -----------   --------------
            $0.25         250,000                      1.25            $ 0.25         187,500         $  0.25
    <C>                 <C>              <C>                      <C>               <C>            <C>

<CAPTION>

Transactions involving stock options issued to employees are summarized as
follows:
                                                                                         Weighted Average
                                                                Number of Shares         Price Per Share
       <S>                                                      <C>                      <C>

       Outstanding at January 1, 2001                                  250,000                   $0.25
          Granted                                                            -                       -
          Exercised                                                          -                       -
          Canceled or expired                                                -                       -
                                                                --------------         ---------------
       Outstanding at December 31, 2001                                250,000                    0.25
          Granted                                                            -                       -
          Exercised                                                          -                       -
          Canceled or expired                                                -                       -
                                                               ---------------         ---------------
       Outstanding at December 31, 2002                                250,000                $   0.25
                                                               ===============         ===============
</TABLE>

                                      F-19


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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, 2002 and 2001 and the  weighted-average  significant
assumptions  used to determine those fair values,  using a Black-Scholes  option
pricing model are as follows:

                                                    2002               2001
                                                    ----               ----
Significant assumptions (weighted-average):
 Risk-free interest rate at grant date               1.67%              6.00%
 Expected stock price volatility                    26.00%             50.00%
 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  $(1,525,893)  and $(0.04) at December  31, 2002 and $
(5,065,718) and $(0.16) at December 31, 2001, 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.

<TABLE>
                                Warrants Outstanding                                   Warrants Exercisable
                                --------------------                                   --------------------
<CAPTION>

                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Ooutstanding          Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------      ---------------------    --------------    -----------   --------------
    <C>                 <C>             <C>                       <C>               <C>           <C>

            $1.00         643,324                      5.00            $ 1.00         643,324         $ 1.00
                          -------                                                     -------
                          643,324                                                     643,324
                          =======                                                     =======
<CAPTION>

Transactions involving warrants are summarized as follows:

                                                                Number of Shares         Weighted Average
                                                                                         Price Per Share
       <S>                                                      <C>                      <C>

       Outstanding at January 1, 2001                                  643,324                 $  1.00
          Granted                                                            -                       -
          Exercised                                                          -                       -
          Canceled or expired                                                -                       -
                                                                --------------          --------------
       Outstanding at December 31, 2001                                643,324                  $ 1.00
          Granted                                                            -                       -
          Exercised                                                          -                       -
          Canceled or expired                                                -                       -
                                                                --------------          --------------
       Outstanding at December 31, 2002                                643,324                  $ 1.00
                                                                ==============          ==============
</TABLE>

The Company did not grant any  warrants to  non-employees  during the year ended
December  31, 2002 and 2001,  therefore  no expense  was charged to  operations
during the two years then ended.

                                      F-20


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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  $9,300,000 which expire through 2022, subject to limitations
of Section 382 of the Internal Revenue Code, as amended.  The deferred tax asset
related  to the  carryforward  is  approximately  $3,100,000.  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, 2002 are as follows:

Non Current:
  Net operating loss carryforward                             $ 3,100,000
  Valuation allowance                                          (3,100,000)
                                                              -----------
  Net deferred tax asset                                      $         -
                                                              ===========

NOTE M - LOSSES PER SHARE

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

                                                2002                 2001
                                                ----                 ----
Loss Available to Common Shareholders          $(1,501,778)         $(4,878,533)
                                               ===========         ===========
Basic and Fully Diluted Loss Per Share         $     (0.04)         $     (0.15)
                                               ===========         ===========
Weighted Average Common Shares Outstanding      37,753,814          32,439,726
                                               ===========         ===========

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 and 2001 is
$54,647 and $156,149, respectively.

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.

                                      F-21


<PAGE>


                                   V-GPO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE N - COMMITMENTS AND CONTINGENCIES

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 Compay'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, 2002, the Company has recorded all unpaid principal  amounts 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 attorneys
fees. The Company acknowledges that it leased the property in question,  however
disputes that this amount is owed.  Management  believe the ultimate coutcome of
this  matter  will  not  have  a  material   adverse  affect  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.

                                      F-22


<PAGE>


NOTE O - GOING 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 loses from operations of $9,385,343. This factor
among others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

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

                                      F-23