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

                                   FORM 10-KSB

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934

      For the Fiscal Year ended December 31, 2003

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF
      1934 for the transition period from  _____ to _____

                        Commission File Number: 333-85460

                          VIBRANT HEALTH INTERNATIONAL
           (Name of small business issuer as specified in its charter)

                 Nevada                                84-1595734
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)

                8907 E. Chenango Ave, Greenwood Village, CO 80111
                    (Address of principal executive offices)

                                  303-713-1870
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

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

                         Common Stock, $0.001 par value

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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
[ ]

On December 31, 2003 the  aggregate  market value of the voting stock of Vibrant
Health International held by non-affiliates of the registrant was $-0-. There is
currently no public market for the  registrant's  common stock.  Therefore,  the
aggregate  market value of the stock is deemed to be $-0-.  At December 31, 2003
there were 4,360,600 shares of common stock of the registrant  outstanding,  par
value $.001.

The issuer's revenue for its most recent fiscal year was: $23,462.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format:  Yes [   ]  No [ X ]



FORM 10-KSB
                          VIBRANT HEALTH INTERNATIONAL
                                      INDEX


PART I     Item 1.  Description of Business

           Item 2.  Description of Property

           Item 3.  Legal Proceedings

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

PART II    Item 5.  Market for Common Equity and Related Stockholder Matters

           Item 6.  Management's Discussion and Analysis or Plan of Operation

           Item 7.  Financial Statements

           Item 8.  Changes In and Disagreements with Accountants on Accounting
                     and Financial Disclosure

           Item 8A.  Controls and Procedures

PART III   Item 9. Directors,  Executive Officers,  Promoters and Control
                    Persons; Compliance with Section 16(a) of the Exchange Act

           Item 10.  Executive Compensation

           Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management

           Item 12.  Certain Relationships and Related Transactions

           Item 13.  Exhibits and Reports on Form 8-K

           Item 14.  Principal Accountant Fees and Services

           Signatures

(Inapplicable items have been omitted)




                                     PART I


Item 1. Description of Business

Forward-Looking Statement Notice

When used in this  report,  the words  "may,"  "will,"  "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

General

We were  incorporated in Nevada on July 9, 2001.  Concurrent with our formation,
Vibrant  Health  International  exchanged  2,910,000  shares of common stock for
970,000 shares of Vibrant Health,  Inc., which represented all of the issued and
outstanding  shares of Vibrant Health,  Inc. As a result,  Vibrant Health,  Inc.
became a wholly owned  subsidiary of Vibrant Health  International.  Our current
business operations and related  operational  contracts are conducted out of our
wholly owned subsidiary, Vibrant Health, Inc.

Our Business

We are a distributor  of health and  nutritional  products.  We  distribute  our
products  to  customers  via orders  generated  through our  Internet  websites,
www.yahoovibranthealth.com   and   www.vibranthealthonline.com.    We   do   not
manufacture  the products  that we sell.  Instead,  we contract  with health and
nutritional product  formulators who specialize in supplying products.  We are a
distribution  company only and do not have any expertise in nutritional  science
or manufacturing.

We are focusing our marketing  efforts in generating  sales through our Internet
websites.  We also accept ancillary orders by facsimile and mail.  However,  our
printed  materials  and  websites  generally  advocate  and guide the  potential
customer to route  orders for our product via our  websites.  Our  websites  are
fully  operational,  and they are  periodically  updated and  refined.  As order
volume increases we plan to out-source our order fulfillment  operations so that
we can focus on the marketing sale of our products.

Our Products

We entered into a five-year agreement that expires October 2006 with Imagenetix,
Inc.  a  company  located  in  southern  California,  to  supply  us with  their
proprietary products. They have experience in packaging and supplying health and
nutritional  products.  They have  assisted  us in choosing  select  products of
theirs  that they  believe  are high  quality  products,  with  large  potential
markets, and with profit margins that would warrant our attention.

We selected  Imagenetix,  Inc. because they are established in the nutrition and
natural health product area. If we were to lose this agreement with  Imagenetix,
Inc., our ability to obtain a supply of quality product on favorable terms would
probably be greatly hampered. Although we could probably locate other suppliers,
we believe that would require a greater expenditure of our time and those profit
margins on sales might decrease.

Our  websites  currently  list  two  products  for  sale.  Each  is  a  form  of
Imagenetix's  proprietary  product,  Celadrin(R).  We  market  a  cream  form of
Celadrin(R)in  a jar and oral  capsules of this product in a bottle.  We place a
label on each product sold  identifying  the product as either  Vibrant Creme or
Vibrant  Celcaps.  We have no exclusivity with respect to any of these products.
In fact, there are several distributors that market other private label forms of
these  products  through  their  marketing  organizations.   We  are  the  first
E-commerce company to be distributing Celadrin(R).

Celadrin(R)is a scientifically  tested product  developed to provide support for
healthy  joint  function  and  mobility.  Celadrin(R)consists  of a  complex  of
scientifically  targeted  fatty  acid  esters.  The oral form of  Celadrin(R)was
subjected to clinical studies.  The results of one of the studies were published
in the August 2002 issue of The Journal of Rheumatology. We intend to capitalize
on what we  believe  will be an  increasing  demand  for these  products  as new
information is released on Celadrin(R)in  the future and the public becomes more
familiar with the Celadrin(R)name.

We are supplying products under our own Vibrant Health brand name. Imbedding the
Vibrant Health name as part of the product title may significantly  increase the
name  recognition of both the product and the Company and assist the customer to
associate it with quality and value.  Costs  associated  with labeling  products
with our name are  minimal  and  consist of  printing  new  labels  for  product
containers.  We intend to offer a wider  variety  of  products  in the future to
increase  traffic flow to our  websites.  We will then monitor sales to identify
results and adjust our sales focus and marketing strategies accordingly.

Competition

The health and nutrition  distribution and supply industry is very  competitive.
Our competitors include  multi-level  marketers,  direct mail marketers,  retail
outlets,  Internet  marketers and door-to-door  sales operations.  Many of these
competitors  have greater  resources  for  marketing  and  advertising  and also
distribute products using Celadrin(R).  Neither Vibrant Health International nor
Vibrant  Health Inc.  are  connected  in any way with  Vibrant  Health,  another
company that also sells health products on the Internet.

Employees

Our president, Mr. Thomas H. McAdam is our only employee. During the first seven
months of this year, we paid Mr. McAdam a salary of $1,750 per month.  Beginning
after July,  Mr.  McAdam  volunteered  to defer his wages until such time as the
cash position of the Company  became better.  As our  operations  expand we will
reestablish  payment of Mr. McAdam's  salary and may consider hiring  additional
employees  as  necessary.  However,  we  do  not  anticipate  hiring  additional
employees at the present time.

Item 2. Description of Property

We do not own or lease any real property.  Our president provides limited office
space on a rent-free  basis.  These  facilities are adequate to meet our current
needs. We may seek additional space if our operations expand significantly.

Item 3.  Legal Proceedings

Management  is not aware of any  other  current  or  pending  legal  proceedings
involving Vibrant Health or our officers and directors.

Item 4.  Submission of Matters to a Vote of Securities Holders

No  matters  were  submitted  to a vote of  security  holders  during the period
covered by this report.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

There is currently no public market for our common stock.

As of December 31, 2003,  there were  approximately  50  shareholders  of record
holding  4,360,600  shares of common  stock.  The  holders  of common  stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders.  Holders of the common stock have no preemptive rights and
no right to convert their common stock into any other  securities.  There are no
redemption or sinking fund provisions applicable to the common stock.

We have not paid,  nor declared,  any  dividends  since our inception and do not
intend to declare any such dividends in the foreseeable  future.  Our ability to
pay dividends is subject to limitations imposed by Nevada law. Under Nevada law,
dividends  may be paid to the  extent  that a  corporation's  assets  exceed its
liabilities  and it is able to pay its  debts as they  become  due in the  usual
course of business.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Results of Operations Years Ended December 31, 2003 and 2002

The Company had $23,462 in sales from  continuing  operations for the year ended
December  31, 2003.  Cost of goods sold was $6,811  resulting in gross profit of
$16,651. Sales during the year ended December 31, 2002 were $27,830 with cost of
goods of $9,628 resulting in gross profit of $18,202.  Sales were slightly lower
in 2003  because we did not  experience  the  follow  through  increased  market
penetration that we were  anticipating from publicity on our products during the
last half of 2002.  The cost of goods sold as a  percentage  of sales  decreased
slightly in 2003 as we found less expensive ways of shipping product and reduced
the amount of discounts on product.

Operating  expenses for the year ended December 31, 2003 was $52,726 compared to
$55,709  for the  same  period  in 2002.  General  and  administrative  expenses
increased to $52,726 in 2003 from  $51,865 in 2002.  Website  development  costs
decreased  to $-0- in 2003 from $3,844 in 2002.  We had no  interest  expense in
2003 since all of our promissory notes were paid off in October of 2002. In 2002
we had interest expense of $3,789.

As a result of the foregoing factors,  we realized a net loss of $35,788 for the
year ended December 31, 2003 compared to net loss of $41,208 in 2002.

Liquidity and Capital Resources

At December 31, 2003 our assets consisted of $20,232 in cash. Total  liabilities
were $8,883 in accounts  payable and accrued  expenses.  Assets at December  31,
2002 consisted of $49,028 in cash. Liabilities at December 31, 2002 consisted of
$1,891 in accrued expenses and accounts payable.  The increase of liabilities in
2003 is because we have accrued wages to our officer during the last five months
of 2003.

In July of 2002,  we  submitted  a  registration  statement  on Form SB-2 to the
Securities  and Exchange  Commission for the sale of a minimum of 350,000 shares
of Common  Stock and a maximum of 800,000  shares of Common  Stock at a price of
$0.25 per share. The registration  became effective on August 2, 2002 and closed
on  October  22,  2002.  As a result of the  offering,  we sold  425,600  shares
generating  $106,400.  Our expenses relating to the Registration  Statement were
approximately  $24,000.  Expenses  included legal fees,  accounting fees, escrow
fees,   filing  fees,   printing  and  transfer  agent  costs.   There  were  no
underwriters'  discounts,  commissions or finders fees. A table  summarizing the
use of proceeds  through December 31, 2003 is provided below. The table has been
adjusted to omit previously reported registration expenses that had already been
paid using proceeds from loans prior to receiving escrow proceeds.

Use of Proceeds                                        Amount
---------------                                        ------
Debt Repayment                                        $ 40,000
Interest on Loans                                     $  3,998
Legal Fees                                            $ 10,857
Accounting and Professional Fees                      $ 18,180
Wages                                                 $ 17,500
Website and Marketing                                 $  5,757
Various working capital items                         $ 10,108
                                                      --------

Total Proceeds Expended                               $106,400
                                                      ========

Balance of Proceeds Remaining                         $      0
                                                      ========

We do not have any long-term capital commitments and we believe that our current
cash needs can be met through ongoing operations.  We are also considerating our
long-term strategies and may evaluate other business alternatives. If we require
additional  capital,  we may sell  additional  common  stock or enter  into debt
financing agreements.

Plan of Operation

We  intend  to  continue  implementing  our  business  plan by  maintaining  and
enhancing our websites as we seek additional market penetration for our existing
products and explore  potential new products to sell. We also intend to continue
complying with our reporting  requirements as a public company. We have recently
adopted a Code of Ethics and Business  Conduct that is attached as an exhibit to
this report.

Item 7. Financial Statements

The  financial  statements  of the  Company  appear  at the end of  this  report
beginning with the Index to Financial Statements on Page F-2.

Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None.

Item 8A.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.  The Company's management,
with the  participation  of the chief executive  officer and the chief financial
officer,  carried  out an  evaluation  of  the  effectiveness  of the  Company's
"disclosure, controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the
period covered by this quarterly report (the "Evaluation Date"). Based upon that
evaluation,  the  chief  executive  officer  and  the  chief  financial  officer
concluded that, as of the Evaluation  Date, the Company's  disclosure,  controls
and procedures are effective,  providing them with material information relating
to the Company as required to be disclosed  in the reports the Company  files or
submits under the Exchange Act on a timely basis.

(b) Changes in Internal Control over Financial Reporting.  There were no changes
in the Company's internal controls over financial reporting,  known to the chief
executive  officer or the chief  financial  officer,  that  occurred  during the
period  covered by this report that has  materially  affected,  or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

The following table sets forth the name,  age,  position and office term of each
executive officer and director of the Company.

Name                 Age     Positions                                 Since

Thomas H. McAdam     48      Chief Executive Officer and Chief         1999
                             Financial Officer

The following is a brief summary of the business experience of Mr. McAdam:

Thomas H. McAdam,  sole Officer and  Director.  Mr. McAdam is a CPA with over 25
years of experience in financially  related fields.  He received his accountancy
degree from the  University  of Illinois  in 1977 and was  immediately  hired by
Ernst & Ernst (now Ernst & Young).  From January 1993 to September of 1999,  Mr.
McAdam was  employed  in the  Financial  Management  Department  of the City and
County of Denver,  Colorado.  Since  September of 1999,  he has operated  Thomas
McAdam d/b/a USA Ventures, a business consulting practice.

All officers  hold their  positions at the will of the Board of  Directors.  All
directors  hold  their  positions  for one year or until  there  successors  are
elected and qualified.

The Company has no audit committee  financial  expert,  as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not required to have an audit  committee  because it is not a listed security as
defined in Section 240.10A-3.

Item 10. Executive Compensation

During  the first  seven  months of this  year,  we paid Mr.  McAdam a salary of
$1,750 per month.  Beginning after July of this year, Mr. McAdam  volunteered to
defer his wages  until  such time as the cash  position  of the  Company  became
better.  A summary  compensation  table of Mr.  McAdam's salary for the previous
four years is provided below.

                           SUMMARY COMPENSATION TABLE
                                                            Other Annual
Name and Principal Position Year   Salary ($)  Bonus ($)    Compensation

Thomas H. McAdam            2003     12,250       -0-            -0-
  Chief Executive Officer   2002     14,500       -0-            -0-
  Chief Financial Officer   2001     10,000       -0-            -0-
                            2000      -0-         -0-            -0-

In July of 2001 we adopted a long-term stock incentive plan. At the date of this
report,  we have not issued any options under the plan. We have not  established
any  pension,  profit  sharing  or  insurance  programs  for the  benefit of our
employees.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The  following  table  sets  forth  as  of  December  31,  2003,  the  name  and
shareholdings  of each person known to us that either  directly or  beneficially
holds  more than 5% of our  4,360,600  issued and  outstanding  shares of common
stock, par value $.001. The table also lists the name and  shareholdings of each
director  and of all  officers  and  directors  as a group.  Except as otherwise
indicated, the persons named in the table have sole voting and dispositive power
with respect to all shares  beneficially  owned,  subject to community  property
laws where applicable.

Name and Address             Title of Class   Number of Shares    % of Shares
                                                Beneficially
                                                   Owned

Thomas H. McAdam, (1)            Common          3,509,000          80.47 %
dba USA Ventures
8907 East Chenango Ave,
Greenwood Village, CO 80111

Officers and Directors as a      Common          3,509,000          80.47 %
group:
1 person

(1) Officer and Director

Item 12. Certain Relationships and Related Transactions.

Our president,  Thomas H. McAdam provides office  facilities to us at no charge.
Management believes that the value of the office space is negligible.

The  following  shares  have been  issued to Thomas H.  McAdam,  our founder and
President:

     On July 9, 2001,  we issued  100,000  shares to Mr.  McAdam in exchange for
     $1,000 cash.

     On July 9, 2001 we issued  2,109,000  shares to Mr.  McAdam in exchange for
     703,000 shares of Vibrant Health, Inc. previously held by Mr. McAdam.

     On July 9, 2001 we issued an  additional  750,000  shares to Mr.  McAdam in
     consideration  of making two loans  totaling  $15,000 to the  Company.  The
     shares were valued at $750 at the time of issuance.  The loans plus accrued
     interest of $1,820 were paid in October of 2002.

     The securities discussed above were sold in private  transactions,  without
     registration  in reliance on the exemption  provided by Section 4(2) of the
     Securities  Act.  Mr.  McAdam  had  access  to  all  material   information
     pertaining to the Company and its financial  condition and he completed and
     signed  a  subscription   agreement  attesting  to  his  sophistication  or
     accredited  investor status and investment  intent.  No broker was involved
     and no commissions were paid in the transactions.

On July 9, 2001, we issued 801,000 shares to an individual in exchange for their
267,000  shares of  Vibrant  Health,  Inc.  The stock  was  valued at $801.  The
securities were sold in a private transaction,  without registration in reliance
on the exemption  provided by Section 4(2) of the  Securities  Act. The investor
had  access  to all  material  information  pertaining  to the  Company  and its
financial condition.  The investor completed and signed a subscription agreement
attesting to his  sophistication  or accredited  investor  status and investment
intent. No broker was involved and no commissions were paid in the transaction.

On August 27, 2001,  Mr. McAdam  purchased  550,000 shares of newly issued stock
from the  above-mentioned  shareholder for $550 in a private  transaction.  As a
result, Mr. McAdam's total ownership increased to 3,509,000 shares or 80.47%.

In September  2001, we issued  175,000  shares of common stock to two accredited
investors  for  a  total  of  $5,250.   The  securities  were  sold  in  private
transactions,  without  registration  in reliance on the  exemption  provided by
Section 4(2) of the  Securities  Act.  Each  investor had access to all material
information pertaining to the Company and its financial condition. Each investor
completed and signed a subscription agreement attesting to his sophistication or
accredited  investor status and investment intent. No broker was involved and no
commissions were paid in the transactions.

We had previously  borrowed  $25,000 from a third party to help finance start up
costs.  The loan and  accrued  interest of $2,178 was paid in full in October of
2002.

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

Exhibits:

Exhibit             Title                                      Location
Number

31                  Certification of the Principal Executive   Attached
                    Officer and Principal Financial Officer
                    pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002

32                  Certification of the Principal Executive   Attached
                    Officer and Principal Financial Officer
                    pursuant to U.S.C. Section 1350 as
                    adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

99.1                Code of Ethics and Business Conduct for    Attached
                    Officers, Directors and Employees of
                    Vibrant Health International

Reports on Form 8-K:

No reports on Form 8-K were filed by Vibrant  Health  during the last quarter of
the period covered by this report.

Item 14. Principal Accountant Fees and Services

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional
services  rendered by the  principal  account for the audit of Vibrant's  annual
financial  statement  and review of financial  statements  included in Vibrant's
10-QSB  reports and services  normally  provided by the accountant in connection
with statutory and regulatory filings or engagements were $4,700 for fiscal year
ended 2002 and $9,050 for fiscal year ended 2003.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal  accountant that are reasonably related to the
performance of the audit or review of Vibrant's  financial  statements  that are
not  reported  above were  $5,250 for fiscal  year ended 2002 and  consisted  of
reviewing the  Company's  initial  registration  statement and a response to the
SEC's comment  letter.  There were no fees for other audit related  services for
fiscal year ended 2003.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advise,
and tax  planning  were $600 for fiscal  year ended  2002 and  consisted  of tax
compliance  services and $2,100 for fiscal year ended 2003 and  consisted of tax
compliance services.

All Other Fees

There were no other aggregate fees billed in either of the last two fiscal years
for products and services provided by the principal  accountant,  other than the
services reported above.

We do not have an audit committee currently serving and as a result our board of
directors performs the duties of an audit committee. Our board of directors will
evaluate  and approve in  advance,  the scope and cost of the  engagement  of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on pre-approval policies and procedures.



                                   SIGNATURES

In  accordance  with the Exchange Act, the  registrant  caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                          VIBRANT HEALTH INTERNATIONAL


Date:  March 3, 2004                      By: /s/Thomas H. McAdam
                                          Thomas H. McAdam
                                          CEO and Chief Financial Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



Date:  March 3, 2004                      By: /s/Thomas H. McAdam
                                          Thomas H. McAdam
                                          Director





                          VIBRANT HEALTH INTERNATIONAL
                          (a Development Stage Company)

                        Consolidated Financial Statements
                                       and
                          Independent Auditors' Report
                           December 31, 2003 and 2002



                                Table of Contents



Independent Auditors' Report

Consolidated Financial Statements

      Consolidated Balance Sheets

      Consolidated Statements of Operations

      Consolidated Statement of Changes in Stockholders' Equity (Deficit)

      Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements





                          INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Vibrant Health International
Englewood, Colorado


We have audited the accompanying  consolidated  balance sheets of Vibrant Health
International  (a  Development  Stage Company) as of December 31, 2003 and 2002,
and the related consolidated statements of operations,  changes in stockholders'
equity and cash flows for the years then ended and the  cumulative  period  from
December 3, 1997 (date of  inception) to December 31, 2003.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on 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 consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that 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 Vibrant  Health
International  (a  Development  Stage Company) as of December 31, 2003 and 2002,
and the  results of its  operations  and its cash flows for the years then ended
and the cumulative  period from December 3, 1997 (date of inception) to December
31, 2003 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going  concern.  As discussed in Notes 2 and 3 to
the  consolidated  financial  statements,  the Company has incurred  losses from
operations since inception resulting in an accumulated deficit. These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans with regard to this matter are also  described  in
Notes  2 and  3.  The  consolidated  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


                                          /s/Ehrhardt Keefe Steiner & Hottman PC
                                             Ehrhardt Keefe Steiner & Hottman PC
January 16, 2004
Denver, Colorado



                           Consolidated Balance Sheets


                                                                 December 31,
                                                           -------------------------
                                                              2003          2002
                                                           -----------   -----------
                                           Assets
Current assets
  Cash                                                     $    20,232   $    49,028
                                                           -----------   -----------
      Total current assets                                      20,232        49,028
                                                           -----------   -----------

Total assets                                               $    20,232   $    49,028
                                                           ===========   ===========

                            Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable and accrued expenses                   $      8,883  $      1,891
                                                           -----------   -----------
      Total current liabilities                                  8,883         1,891
                                                           -----------   -----------

Commitments

Stockholders' equity
  Common stock - 100,000,000 shares
   authorized, $.001 par value, 4,360,600
   shares issued and outstanding                                 4,361         4,361
  Additional paid-in capital                                   110,009       110,009
  Deficit accumulated during the development stage            (103,021)      (67,233)
                                                           -----------   -----------
      Total stockholders' equity                                11,349        47,137
                                                           -----------   -----------

Total liabilities and stockholders' equity                 $    20,232   $    49,028
                                                           ===========   ===========


                       See notes to financial statements.




                      Consolidated Statements of Operations


                                                                        Cumulative
                                                                           from
                                                                        December 3,
                                                                           1997
                                              For the Years Ended       (Inception)
                                                  December 31,              to
                                           ---------------------------  December 31,
                                               2003          2002          2003
                                           ------------   ------------  ------------

Sales                                      $     23,462   $     27,830  $     51,621

Cost of goods sold                                6,811          9,628        16,492
                                           ------------   ------------  ------------

Gross profit                                     16,651         18,202        35,129
                                           ------------   ------------  ------------

Operating expenses
  Website development costs                           -          3,844        13,844
  General and administrative expenses            52,726         51,865       119,934
                                           ------------   ------------  ------------
      Total operating expenses                   52,726         55,709       133,778
                                           ------------   ------------  ------------

Loss from operations                            (36,075)       (37,507)      (98,649)

Other income (expense)
  Interest expense                                    -         (3,789)       (4,747)
  Interest income                                   287             88           375
                                           ------------   ------------- ------------

Net loss                                   $    (35,788)  $    (41,208) $   (103,021)
                                           ============   ============  ============

Basic and diluted weighted average
 common shares outstanding                    4,360,600      4,215,715
                                           ============   ============

Basic and diluted loss per common share    $      (0.01)  $      (0.01)
                                           ============   ============

                       See notes to financial statements.



            Consolidated Statement of Changes in Stockholders' Equity
                 For the Years Ended December 31, 2003 and 2002
    and Period From December 3, 1997 (date of inception) to December 31, 2001


                                                                              Total
                                Common Stock       Additional              Stockholders'
                            ---------------------    Paid-in   Accumulated   Equity
                             Shares      Amount      Capital     Deficit    (Deficit)
                            ---------   ---------   ---------   ---------   ---------
Balance - December 3, 1997         -    $      -    $      -    $      -    $      -

Stock issued                3,935,000       3,935       4,035          -        7,970

Net loss for the periods           -           -           -      (26,025)    (26,025)
                            ---------   ---------   ---------   ---------   ---------
Balance - December 31,
2001                        3,935,000       3,935       4,035     (26,025)    (18,055)

Stock issued for cash         425,600         426     105,974          -      106,400

Net loss                           -           -           -      (41,208)    (41,208)
                            ---------   ---------   ---------   ---------   ---------
Balance - December 31,
2002                        4,360,600       4,361     110,009     (67,233)     47,137

Net loss                           -           -           -      (35,788)    (35,788)
                            ---------   ---------   ---------   ---------   ---------
Balance - December 31,
2003                        4,360,600  $    4,361  $  110,009  $ (103,021) $   11,349
                            =========  ==========  ==========  ==========  ==========

                       See notes to financial statements.



                      Consolidated Statements of Cash Flows


                                                                         Cumulative
                                                                            from
                                                                         December 3,
                                               For the Years Ended          1997
                                                   December 31,         (Inception) to
                                            --------------------------   December 31,
                                                2003          2002           2003
Cash flows from operating activities
  Net loss                                  $   (35,788)   $   (41,208)  $  (103,021)
                                            -----------    -----------   -----------
  Adjustments to reconcile net loss to
   net cash used in operating activities
   Common stock issued for interest
    expense                                          -               -           750
   Changes in assets and liabilities
     Accounts payable and accrued expenses        6,992            827         8,883
                                            -----------    -----------   -----------
                                                  6,992            827         9,633
                                            -----------    -----------   -----------
      Net cash used in operating
      activities                                (28,796)       (40,381)      (93,388)
                                            -----------    -----------   -----------

Cash flows from financing activities
  Payments on note payable                           -         (25,000)           -
  Payments on note payable - related party           -         (15,000)           -
  Proceeds from sale of common stock                 -         106,400       113,620
                                            -----------    -----------   -----------
      Net cash provided by financing
      activities                                     -          66,400       113,620
                                            -----------    -----------   -----------

Net (decrease) increase in cash                 (28,796)        26,019        20,232

Cash - beginning of year                         49,028         23,009            -
                                            -----------    -----------   ----------

Cash - end of year                          $    20,232    $    49,028   $    20,232
                                            ===========    ===========   ===========

Supplemental disclosure of non-cash activity:

     On July 9, 2001,  the Company  issued  2,910,000  shares of common stock in
     exchange for 100% of the outstanding common stock of Vibrant Health, Inc.


                       See notes to financial statements.




                   Notes to Consolidated Financial Statements


Note 1 - Description of Business and Summary of Significant Accounting Policies

Vibrant  Health  International  (the  Company),  was formed on July 9, 2001 as a
Nevada company.  The Company's business  operations and contracts will primarily
be conducted by its wholly owned subsidiary, Vibrant Health, Inc.

Vibrant  Health,  Inc.  was formed on  December  3, 1997 as a Colorado  company.
Vibrant  Health,  Inc.  intends to be a supplier and  distributor  of health and
nutritional products via use of the Internet. Operations since inception consist
principally  of setting up the Company,  developing  the Company's  websites and
initiating its sales.

The Company is a start up company that has not had any significant revenue since
inception.  The Company realized a net loss of approximately $103,000 during the
period from inception  through December 31, 2003, and there is no assurance that
the Company will generate revenue or earn profit in the future.

On July 9, 2001, the Company issued 2,910,000 shares of common stock in exchange
for 100% of the  outstanding  shares of Vibrant  Health,  Inc. Due to the common
ownership  of  the   companies,   the   acquisition   was  accounted  for  as  a
recapitalization of Vibrant Health, Inc.

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Vibrant Health  International and its wholly owned  subsidiary,  Vibrant Health,
Inc.  All  intercompany  accounts  and  transactions  have  been  eliminated  in
consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid  instruments  purchased with an original
maturity of three months or less to be cash equivalents.

Concentrations of Credit Risk

The Company has an  agreement  with a supplier to supply the Company  with their
proprietary products.  Although other suppliers exist, if this agreement were to
be terminated,  the Company's  ability to obtain a supply of quality  product on
favorable terms would be greatly impaired.

Website Development Costs

The Company  recognizes all website  development  costs in accordance  with EITF
00-2,  "Accounting  for Website  Development  Costs."  During 2003 and 2002, the
Company expensed $0 and $3,844, respectively,  related to the development of its
website.

Stock-Based Compensation

SFAS 123, "Accounting for Stock-Based  Compensation,"  encourages,  but does not
require,  entities to adopt the fair value method of accounting for  stock-based
compensation plans. As allowed under SFAS 123, the Company will apply Accounting
Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees."
Accordingly, compensation expense is not recognized for stock options unless the
options  are granted at an  exercise  price  lower than the market  price on the
grant date.

In  December  2002,  the FASB issued SFAS No. 148  "Accounting  for  Stock-Based
Compensation-  Transition and  Disclosure".  This statement amends SFAS No. 123,
"Accounting  for Stock-Based  Compensation"  to provide  alternative  methods of
transition  for an entity that  voluntarily  changes to the fair value method of
accounting  for  stock-based  compensation.  In  addition,  SFAS 148  amends the
disclosure  provision of SFAS 123 to require more prominent disclosure about the
effects of an entity's  accounting  policy decisions with respect to stock-based
employee  compensation  on reported  net  income.  The  effective  date for this
Statement  is for fiscal years ended after  December 15, 2002.  The Company does
not expect  the  adoption  of this  statement  to have a material  effect on the
Company's financial statements.

Although the Company has a Long Term Stock Incentive Plan (Note 7), there are no
outstanding options or SARS at December 31, 2003.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the Unites States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue as product is shipped.

Income Taxes

The  Company  recognizes  deferred  tax  liabilities  and  assets  based  on the
differences  between the tax basis of assets and  liabilities and their reported
amounts in the  financial  statements  that will result in taxable or deductible
amounts in future years.  The Company has net operating  loss  carryforwards  of
approximately $100,000 which expire through 2023.

Basic and Diluted Earnings Per Common Share

In accordance  with FAS 128,  basic  earnings per share are computed by dividing
net income by the number of weighted  average common shares  outstanding  during
the year.  Diluted earnings per share are computed by dividing net income by the
number of weighted average common shares outstanding during the year.

Recently Issued Accounting Pronouncements

In January 2004, the Financial  Accounting  Standards Board ("FASB") issued FASB
Staff Position  ("FSP") No. FAS 106-1,  Accounting  and Disclosure  Requirements
Related to the Medicare Prescription Drug,  Improvement and Modernization Act of
2003 which permits a sponsor of a postretirement  health care plan that provides
a prescription  drug benefit to make a one-time election to defer accounting for
the effects of the Medicare Prescription Drug, Improvement and Modernization Act
of 2003.  Regardless of whether a sponsor  elects that  deferral,  FSP FAS 106-1
requires  certain  disclosures  pending further  consideration of the underlying
accounting  issues.  The guidance in FSP FAS 106-1 is  effective  for interim or
annual  financial  statements of fiscal years ending after December 7, 2003. The
adoption  of  FAS  106-1  did  not  have a  material  effect  on  the  Company's
Consolidated Financial Statements.

In  December  2003,  the  FASB  issued  FAS No.  132  (Revised)  ("FAS  132-R"),
Employer's  Disclosure  about Pensions and Other  Postretirement  Benefits.  FAS
132-R  retains  disclosure  requirements  of the  original  FAS 132 and requires
additional  disclosures  relating to assets,  obligations,  cash flows,  and net
periodic  benefit  cost.  FAS 132-R is  effective  for fiscal years ending after
December 15, 2003,  except that certain  disclosures  are  effective  for fiscal
years ending after June 15, 2004.  Interim period  disclosures are effective for
interim periods beginning after December 15, 2003. The adoption of FAS 132-R did
not have a material effect on the Company's Consolidated Financial Statements.

Fair Value of Financial Instruments

The carrying amounts of financial  instruments  including cash, accounts payable
and accrued liabilities  approximated fair value as of December 31, 2003 because
of the relatively short time frame of these instruments.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,   which  contemplates  the  realization  of  assets  and  liquidation  of
liabilities in the ordinary course of business.


Note 2 - Going Concern

The  accompanying  financial  statements  have been  prepared on a going concern
basis,   which  contemplates  the  realization  of  assets  and  liquidation  of
liabilities in the ordinary course of business.


Note 3 - Liquidity and Management's Plans

The Company has incurred  accumulated losses of approximately  $103,000 from the
inception of Vibrant Health,  Inc.  through  December 31, 2003. These losses and
the  significant  future cash  requirements  related to developing  the business
indicate  substantial  doubt that the Company may be able to continue as a going
concern unless additional  capital is obtained or future  profitable  operations
are achieved. In June 2002, the Company completed the registration of its common
stock on Form SB-2, Registration Statement under the Securities Act of 1933, and
raised  $106,400  of  proceeds  through  the  sale  of its  common  stock.  Upon
completion of the public offering,  the Company paid all of its outstanding debt
plus accrued  interest.  Due to the Company still being in the development stage
of operations,  the Company may be dependent on obtaining  additional  financing
through its operations or equity or debt  financing.  There is no assurance that
management will be successful in obtaining such funding.


Note 4 - Stockholders' Equity
-----------------------------

In October  2002,  upon  completion of a public  offering of common  stock,  the
Company issued 425,600 shares to additional investors for proceeds of $106,400.

In  September  2001,  the  Company  issued  175,000  shares of  common  stock to
additional investors for $5,250.

In July 2001,  the Company issued 750,000 shares of common stock to the majority
stockholder,  Mr. Thomas  McAdam dba USA Ventures,  valued at $750, as incentive
for the stockholder to complete two promissory notes to the Company for $15,000.

In July 2001,  the Company  issued 100,000 shares of common stock for an initial
capitalization  of $1,000.  The Company also issued  2,910,000  shares of common
stock in exchange for 100% of the  outstanding  common stock of Vibrant  Health,
Inc.


Note 5 - Common Stock Incentive Plan

On July 11,  2001,  the Board of  Directors  approved  the  creation of the 2001
Long-Term Stock Incentive Plan.  Under the plan,  options or stock  appreciation
rights (SARS) may be granted to individuals who are among the Eligible  Persons,
including  directors,   officers,  employees  or  consultants  of  the  Company,
determined  from time to time by a  Committee  as  appointed  by the Board.  The
aggregate  number of shares  of stock  that may be issued  under the plan is 2.5
million.  All options or SARS granted under the plan must be granted at not less
than the fair market value of the Company's common stock on the date of grant.

As of  December  31,  2003 and 2002,  the  Company had not issued any options or
SARS.


Note 6 - Interest Expense

The  Company had a  promissory  note of $25,000  due to a third  party,  and two
promissory notes totaling $15,000 due to a related party. Upon completion of the
stock  offering in October  2002,  the notes and accrued  interest  were paid in
full.


Note 7 - Loss Per Share

The following table sets forth the  computation  for basic and diluted  earnings
per share:

                                                             For the Years Ended
                                                                 December 31,
                                                           -------------------------
                                                              2003          2002
                                                           -----------   -----------

  Numerator for basic and diluted earnings per share       $   (35,788)  $   (41,208)
                                                           ===========   ===========

  Denominator for basic and diluted earnings per share
    - weighted average shares                                4,360,600     4,215,715
                                                           ===========   ===========

  Diluted loss per common share                            $     (0.01)  $     (0.01)
                                                           ===========   ===========

Where the inclusion of potential common shares is anti-dilutive, such shares are
excluded from the computation.


Note 8 - Related Party Transactions

Currently,  the Company  uses office  space  donated by the sole  officer of the
Company.  In the opinion of  management,  the fair value of the office  space is
insignificant.`