SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                             FORM 10-KSB/A

                            Amendment No. 1

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                For fiscal year ended December 31, 2002

                   Commission File Number: 333-51628

                      Health Sciences Group, Inc.
   (Exact name of Small Business Issuer as specified in its Charter)


        Colorado                                     91-2079221
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                   Identification No.)


                         Howard Hughes Center
                     6080 Center Drive, 6th Floor
                     Los Angeles, California 90045
                            (310) 242-6700
               (Address, and telephone number, including
          area code, of issuer's principal executive offices)

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                    Common Stock, $0.001 Par Value
                           (Title of Class)



Check  whether  the issuer (1) has filed all reports  required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during  the preceding 12 months (or for such shorter period  that  the
issuer 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  disclosure of delinquent filers pursuant  to  Item  405  of
Regulation S-B is not contained herein, and will not be contained,  to
the  best  of  issuer'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 [   ]

Revenues for the fiscal year ended December 31, 2002: $5,537,991

The  aggregate market value of the voting stock held by non-affiliates
of  the  issuer  on March 31, 2003 was approximately $5,358,380  based
upon  the average reported closing bid and asked price of such shares.
As  of March 31, 2003, there were 11,164,175 shares outstanding.   The
issuer does not have any outstanding non-voting equity.



                             Table of Contents



PART III

Item 13.  Exhibits, List and Reports on Form 8-K.................... 2

SIGNATURES.......................................................... 6
CERTIFICATIONS...................................................... 7
EXHIBITS............................................................ 9



Item 13. Exhibits, List and Reports on Form 8-K

         (a) Exhibits

             The exhibits required to be filed are incorporated herein by
             reference to the Exhibit Index below.


         (b) Reports on Form 8-K during the Company's fourth fiscal quarter

             On March 15 2002, the Company filed a current report on Form
             8-K  with  the  Commission dated December  31,  2001,  reporting
             information under Item 7, Financial Statements and Exhibits.

             On May 13, 2002, the Company filed a current report on Form 8-K
             with   the  Commission  dated  May  13,  2002,   reporting
             information  under Item 2, Disposition of Assets and  Item 5,
             Other Events.



                           Exhibit Index


     Exhibit
     No.         Description of Exhibit
     2.1(10)     Asset Purchase Agreement between QBI Delaware,
                 the Company, QBI New Jersey, Corrola and Schortz dated
                 November 30, 2002
     2.2(10)     First Amendment to the Asset Purchase Agreement
                 dated December 30, 2002
     2.3(10)     Second Amendment to the Asset Purchase Agreement
                 dated January 31, 2003
     2.4(10)     Third Amendment to the Asset Purchase Agreement
                 dated February 20, 2003
     3.1(1)      Articles of Incorporation
     3.2(1)      By-laws
     3.3(1)      Amendment  to  the  Articles  of  Incorporation   of
                 iGoHealthy.com
     4.1(1)      Specimen of Common Stock Certificate
     4.2(1)      Form of Stock Subscription Agreement
     4.2(2)      Form of Stock Subscription Agreement
     4.3(1)      Form of Private Placement Subscription Agreement
     4.3.1(1)    Private  Placement Subscription Agreement  signature
                 page for Harbinder Singh Branch
     4.3.2(1)    Private  Placement Subscription Agreement  signature
                 page for Kenneth Arthur Butterfield
     4.3.3(1)    Private  Placement Subscription Agreement  signature
                 page for Patrick Moriarity
     4.3.4(1)    Private  Placement Subscription Agreement  signature
                 page for Patrick Moriarity, Jr.
     4.3.5(1)    Private Placement Subscription Agreement signature
                 page for Eilish Levene
     5.1(1)      Opinion Letter issued by Vanderkam & Sanders
     5.1(2)      Opinion Letter issued by Vanderkam & Sanders
     5.1(3)      Opinion and consent of Vanderkam & Sanders re: the
                 legality of the shares being registered
     10.1(1)     Contract  for  Services  Agreement  between  Stephen
                 Davis and iGoHealthy.com, Inc.
     10.1(5)     Stock Purchase Agreement by and between
                 International Pharmaceutical Group, LLC and
                 iGoHealthy.com, Inc. dated as of September 7, 2001
     10.1(10)    Continuing Unconditional Corporate Guaranty of
                 the Company dated February 25, 2003.
     10.2(1)     Domain Name Sale and Assignment Agreement  between
                 HealthyUSA, Inc. and iGoHealthy.com, Inc.
     10.3(1)     Promissory   Note  between  HealthyUSA,   Inc.   and
                 iGoHealthy.com, Inc.
     10.4(1)     Web  Site Development and Services Agreement between
                 Fluidesign and iGoHealthy.com, Inc.
     10.6(11)    Settlement Agreement and Mutual General Release between
                 Founding Advisors, Inc. and Health Sciences group, Inc.
                 dated February 27, 2003
     10.7.1(11)  Securities Purchase Agreement by and between
                 Health Sciences Group, Inc. and Brivis Investments, Ltd.
                 and Stranco Investments, Ltd. dated February 22, 2003
     10.7.2(11)  Convertible Debenture Agreement issued to Brivis
                 Investment, Ltd.
     10.7.3(11)  Convertible Debenture Agreement issued to
                 Stranco Investment, Ltd.
     10.7.4(11)  Stock Purchase Warrant issued to Brivis
                 Investment, Ltd.
     10.7.5(11)  Stock Purchase Warrant issued to Stranco
                 Investment, Ltd.
     10.7.6(11)  Stock Purchase Warrant issued to FCIM
                 Corporation
     10.7.7(11)  Stock Purchase Warrant issued to George Matin
     10.7.8(11)  Registration Rights Agreement
     10.7.9(11)  Security Agreement made by and between Health
                 Sciences Group, Inc., XCEL Healthcare, Inc., BioSelect
                 Innovations, Inc. and Brivis Investments, Ltd., Stranco
                 Investments, Ltd.
     10.7.10(11) Pledge and Security Agreement by and Between
                 Fred E. Tannous, Bill Glaser and Brivis Investments,
                 Ltd., Stanco Investments, Ltd.
     10.7.11(11) Escrow Agreement Between Health Sciences Group,
                 Inc. and Brivis Investments, Ltd. and Stranco
                 Investments, Ltd.
     10.8.1(11)  Loan and Security Agreement between XCEL
                 Healthcare, Inc. and Meridian Commercial Healthcare
                 Finance, LLC.
     10.8.2(11)  Indemnification Agreement by Fred E. Tannous
     10.8.3(11)  Indemnification Agreement by Bill Glaser
     10.8.4(11)  Corporate Guaranty made by Health Sciences
                 Group, Inc. in favor of Meridian Commercial Healthcare
                 Finance, LLC.
     10.8.5(11)  Subordination Agreement among XCEL Healthcare,
                 Inc., Mac Rosenstein and Meridian Commercial Healthcare
                 Finance, LLC.
     10.8.6(11)  Subordination Agreement among XCEL Healthcare,
                 Inc., Moe Gelber and Meridian Commercial Healthcare
                 Finance, LLC.
     10.8.7(11)  HIPAA Business Associate Addendum by and between
                 XCEL Healthcare, Inc. and Meridian Commercial Healthcare
                 Finance, LLC.
     16.1(6)     Letter from Singer Lewak Greenbaum and
                 Goldstein, LLP, dated October 31, 2001, to the
                 Securities and Exchange Commission
     16.1(8)     Recession Agreement between Health Sciences  Group
                 and International Pharmaceutical Group, LLC, dated April
                 6, 2002
     16.2(8)     Letter  of Resignation from the Board of Directors
                 of  Health Sciences Group, Inc. by Harbinder Singh Branch
                 dated April 6, 2002
     21.1        XCEL Healthcare, Inc., a California corporation
     21.2        BioSelect Innovations, Inc., a Nevada corporation
     21.3        Quality Botanical Ingredients, Inc., a Delaware corporation
     23.1(1)     Consent  of Singer Lewak Greenbaum & Goldstein  LLP,
                 Certified Public Accountants
     23.1(2)     Consent  of Singer Lewak Greenbaum & Goldstein  LLP,
                 Certified Public Accountants
     23.1(3)     Consent of Singer Lewak Greenbaum & Goldstein, LLP
     23.1(9)     Consent  of  Stonefield Josephson,  Inc.,  Certified
                 Public Accountants
     23.2(1)     Consent of Counsel (See Exhibit 5.1)
     23.2(2)     Consent of Counsel (See Exhibit 5.1)
     23.2(3)     Consent of Vanderkam & Sanders  (included in Exhibit 5.1)
     99.1(3)     2001 Employee Stock Option Plan for iGoHealthy.com, Inc.
     99.1(4)     Amendment and Restatement of the 2001 Employee Stock
                 Option Plan for iGoHealthy.com, Inc.
     99.1(5)     Press release dated October 24, 2001
     99.1(10)    Press Release dated February 26, 2003.
     99.1(7)     Stock Purchase and Share Exchange Agreement by
                 and among Health Sciences Group, Inc., Fred E. Tannous
                 and Bill Glaser on one hand and XCEL Healthcare, Inc.,
                 BioSelect Innovations, Inc. and respective shareholders
                 dated December 14, 2001.
     99.1*       Certification of the Chief Executive Officer pursuant to
                 18  U.S.C. Section 1350, as adopted pursuant to  Section
                 906 of the Sarbanes-Oxley Act of 2002.
     99.2(7)     Employment Agreement by and between XCEL
                 Healthcare, Inc. and Daniel I. Gelber, dated December
                 14, 2001.
     99.2*       Certification   of   the  Principal  Financial   Officer
                 pursuant  to 18 U.S.C. Section 1350, as adopted pursuant
                 to Section 906 of the Sarbanes-Oxley Act of 2002.
     99.3(7)     Employment Agreement by and between XCEL
                 Healthcare, Inc. and Ron A. Gustilo, dated December 14, 2001
     99.4(7)     Employment Agreement by and between XCEL
                 Healthcare, Inc. and Richard L. Kleinberger, dated
                 December 14, 2001.
     99.5(7)     Confidentiality and Non-Competition Agreement by
                 and between XCEL Healthcare, Inc. and Daniel I. Gelber,
                 dated December 14, 2001.
     99.6(7)     Confidentiality and Non-Competition Agreement by
                 and between XCEL Healthcare, Inc. and Ron A. Gustilo,
                 dated December 14, 2001.
     99.7(7)     Confidentiality and Non-Competition Agreement by
                 and between XCEL Healthcare, Inc. and Richard L.
                 Kleinberger, dated December 14, 2001.
     99.8(7)     Escrow Agreement by and among Health Sciences
                 Group, Inc., XCEL Healthcare, Inc., BioSelect
                 Innovations, Inc., the respective shareholders, and
                 Pollet & Richardson, dated December 14, 2001.
     99.9(7)     Press release dated December 17, 2001.

   -----------------------
   (1)  Filed as an exhibit to our registration statement on Form SB-2
        filed  on December 11, 2000 (File No. 333-51628) and  herein
        incorporated by reference.
   (2)  Filed as an exhibit to our registration statement on Form SB-2
        filed on January 22, 2001 (File No. 333-51628) and herein
        incorporated by reference.
   (3)  Filed as an exhibit to our registration statement filed on
        Form S-8 filed on July 16, 2001and herein incorporated by
        reference.
   (4)  Filed as an exhibit to our Post-Effective Amendment No. 1 to
        Form S-8 Registration Statement filed on December 14, 2001and
        herein incorporated by reference.
   (5)  Filed as an exhibit to our current report on Form 8-K filed on
        October 24, 2001 and herein incorporated by reference.
   (6)  Filed as an exhibit to our current report on Form 8-K filed on
        November 1, 2001 and herein incorporated by reference.
   (7)  Filed as an exhibit to our current report on Form 8-K filed on
        December 31, 2001 and herein incorporated by reference.
   (8)  Filed as an exhibit to our current report on Form 8-K filed on
        May 13, 2002 and herein incorporated by reference.
   (9)  Filed as an exhibit to our Post-Effective Amendment No. 2 to
        Form S-8 Registration Statement filed on May 24, 2002 and herein
        incorporated by reference.
   (10) Filed as an exhibit to our current report on Form 8-K filed on
        March 11, 2003 and herein incorporated by reference.
   (11) Filed as an exhibit to our Annual Report on Form 10-KSB filed
        on April 16, 2003
     *  Filed herewith.


                               SIGNATURES


     Pursuant  to  the requirements of Section 13 or 15  (d)  of  the
Securities  Act of 1934, as amended, the issuer has duly caused  this
report to be signed on our behalf by the undersigned, thereunto  duly
authorized this 10th day of June, 2003.

                                        Health Sciences Group, Inc.


                                   By:  /s/ Fred E. Tannous
                                        ---------------------------
                                        Fred E. Tannous
                                        Chief Executive Officer,
                                        Chief Financial Officer
                                        (Principal Financial
                                        Officer), and Co-chairman


     Pursuant to the requirements of the Securities Exchange  Act  of
1934,  as  amended,  this  report has been signed  by  the  following
persons  on behalf of the issuer in the capacities and on  the  dates
indicated.


June 10, 2003                       By:  /s/ Fred E. Tannous
                                        ---------------------------
                                        Fred E. Tannous
                                        Chief Executive Officer,
                                        Chief Financial Officer
                                        (Principal Financial
                                        Officer), and Co-chairman


June 10, 2003                       By:  /s/ Bill Glaser
                                        ---------------------------
                                        Bill Glaser
                                        President, Secretary,
                                        and Co-chairman


June 10, 2003                       By:  /s/ David Johnson
                                        ---------------------------
                                        David Johnson
                                        Controller




                    HEALTH SCIENCES GROUP, INC.
          SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION


I, Fred E. Tannous, certify that:

   1.   I  have reviewed this annual report on Form 10-KSB of Health
        Sciences Group, Inc.;

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

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

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

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

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

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

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

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

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

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


          June 10, 2003             /s/ Fred E. Tannous
                                   ------------------------------
                                   Fred E. Tannous
                                   Chief Executive Officer, Chief
                                   Financial Officer
                                   (Principal Financial Officer),
                                   and Co-chairman



                    HEALTH SCIENCES GROUP, INC.
          SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION


I, Fred E. Tannous, certify that:

   1.   I  have reviewed this annual report on Form 10-KSB of Health
        Sciences Group, Inc.;

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

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

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

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

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

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

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

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

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

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


         June 10, 2003              /s/ Fred E. Tannous
                                   ------------------------------
                                   Fred E. Tannous
                                   Chief Executive Officer, Chief
                                   Financial Officer
                                   (Principal Financial Officer),
                                   and Co-chairman