----

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A-1

[ **X**] ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2002

Commission File Number: 0-30330
**GLOBAL PRECISION MEDICAL INC.(Exact name of Company as specified in its charter)**Continued from the PROVINCE OF BRITISH COLUMBIA 

into the STATE OF WYOMING (02 / 05 / 03)(Jurisdiction of incorporation or organization)**536 - 1489 MARINE DRIVE, WEST VANCOUVER, B.C., CANADA V7T1B8(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of    the Act: NONE

Securities registered or to be registered pursuant to Section 12(g) of    the Act:
**Common Shares, Without Par Value(Title of Class)
Securities for which there is a reporting obligation pursuant to Section    15(d) of the Act: NONE

Number of shares of each of the Company's classes of capitalstock outstanding as of the close of the latest period covered by thisregistration document:
**8,126,825 Common Shares**
Indicate by check mark whether the Company (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theCompany was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes ** X**                             No      
Indicate by check mark which financial statement item the Company has electedto follow.

Item 17 **  X **  Item 18                            

Exhibit Index located at Page 35

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**DEFINITIONS**BPHBenign Prostate Hyperplasia -      a non-cancerous enlargement of the prostate, which compresses the urethra      as it grows thereby restricting the flow of urine - a primary cause of      urinary voiding dysfunction in men
CE Mark"Conformite Europeene" -      manufacturers of *In Vitro*Medical Devices who export their products      to European Union (EU) countries are responsible for meeting the      requirements of the In Vitro Diagnostic Medical Devices Directive (IVD)      98/79/EC. The marking indicates that the manufacturer has conformed with      all the obligations required by the legislation.FDAFederal Food and Drug      Administration (United States)IMETInstitute of Metallurgy and      Material Sciences in MoscowIPIntellectual Property - the      legal right giving unfettered use of the deviceNiTiNickel-Titanium - memory metal      - an alloy that has the ability to change form and shape when subjected to      temperature change.RestenosisThe proliferation of cells,      caused by an inflammatory response to a foreign body.  StentA medical device that acts as      a scaffold to hold open pathways in the bodyURO-StentA patentable proprietary      nitinol Prostatic Stent used for the prevention of lumen restriction      associated with benign prostate hyperplasia**FORWARD LOOKING STATEMENTS**
This annual report includes "forward-looking information"within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. All statementsother than statements of historical fact are, or may be deemed to be,forward-looking statements, including without limitation, those concerning: theeconomic outlook for the medical device industry. These forward-lookingstatements are not based on historical facts, but rather reflect the Company'scurrent expectations concerning future results and events and generally may beidentified by the use of forward-looking words or phrases such as "believe","aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely","should", "planned", "may", "estimated", "potential" or other similar words andphrases. Similarly, statements that describe the Company's objectives, plans orgoals are or may be forward-looking statements.

These forward-looking statements involve known and unknownrisks, uncertainties and other factors that may cause the Company's actualresults, performance or achievements to differ materially from the anticipatedresults, performance or achievements expressed or implied by theseforward-looking statements. Although the Company believes that the expectationsreflected in these forward-looking statements are reasonable, no assurance canbe given that such expectations will prove to have been correct. 

The risk factors described in Item 3D, beginning on page 3,could affect the Company's future results, causing these results to differmaterially from those expressed in any forward-looking statements. These factorsare not necessarily all of the important factors that could cause the Company'sactual results to differ materially from those expressed in any forward-lookingstatements. Other unknown or unpredictable factors could also have materialadverse effects on future results. 

You should review carefully all information, including thefinancial statements and the notes to the financial statements, included in thisannual report. The forward-looking statements included in this annual report aremade only as of the date of this annual report. The Company undertakes noobligation to update publicly or release any revisions to these forward-lookingstatements to reflect events or circumstances after the date of this annualreport on Form 20-F or to reflect the occurrence of unanticipated events. Allsubsequent written and oral forward-looking statements attributable to theCompany or any person acting on its behalf are qualified by the cautionarystatements in this section. 

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**TABLE OF CONTENTS******PART I****Page**    **ITEM 1.** IDENTITY      OF DIRECTORS, SENIOR MANAGEMENT & ADVISORS1    **ITEM 2.**OFFER STATISTICS AND EXPECTED TIMETABLE1    **ITEM 3.** KEY      INFORMATION1 A.Selected Financial      Data (and currency table)1 B.Capitalization      and Indebtedness3 C.      Reasons for the Offer and Use of Proceeds3 D.Risk Factors3    **ITEM 4.**INFORMATION ON THE COMPANY8 A.      History and Development of the Company8 B.Business Overview9 C.Organizational      Structure12 D.Property,      Plants and Equipment 12    **ITEM 5.**OPERATING AND FINANCIAL REVIEW AND PROSPECTS12 A.Operating Results12 B.Liquidity and      Capital Resources15 C.      Research and Development, Patents and Licences, etc.17 D.Trend Information 17 E.Off-Balance      Sheet Arrangements17 F.Contractual      Obligations17 G.Safe Harbor18    **ITEM 6.**      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES18 A.Directors and      Senior Management18 B.Compensation19 C.Board Practices20 D.Employees20 E.Share Ownership20    **ITEM 7.**MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS21 A.Major Shareholders21 B.Related Party      Transactions22 C.Interests of      Experts and Counsel23    **ITEM 8.**      FINANCIAL INFORMATION23 A.      Financial Statements23 B.Significant Changes23    
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**    ****ITEM      9.**THE OFFER AND LISTING23 A.Offer and Listing      Details23 B.Plan of Distribution23 C.      Markets23 D.Selling Shareholders24 E.      Dilution24 F.Expenses of the Issue24    **ITEM 10.**ADDITIONAL INFORMATION 24 A.Share Capital 24 B.Memorandum and      Articles24 C.Material Contracts24 D.Exchange Controls24 E.      Taxation 25 F.Dividends and      Paying Agents33 G.Statement by Experts33 H.Documents on Display33 I.Subsidiary      Information33    **ITEM 11.**QUANTITATIVE      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK33    **ITEM 12.**DESCRIPTION      OF SECURITIES OTHER THAN EQUITY SECURITIES34 A.Debt SecuritiesN/A B.Warrants and RightsN/A C.Other SecuritiesN/A D.American Depositary      SharesN/A    
**PART II**    **ITEM 13.** DEFAULTS,      DIVIDEND ARREARAGE AND DELINQUENCIES34    **ITEM 14. **MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY      HOLDERS AND USE OF PROCEEDS      34    **ITEM 15.**CONTROLS AND PROCEDURES    34**ITEM 16.**** **RESERVED34    
**PART III**    **ITEM 17.** FINANCIAL      STATEMENTS34    **ITEM 18.**FINANCIAL STATEMENTS34    **ITEM 19.**FINANCIAL STATEMENTS AND EXHIBITS35    
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**CURRENCY

Except as otherwise indicated, all dollar amounts described inthis Form 20-F Annual Report are expressed in Canadian dollars.

 
**PART I****ITEM 1.    IDENTITY OFDIRECTORS, SENIOR MANAGEMENT AND ADVISORS**
This Form 20-F is being filed as an annual report under the*Exchange Act* and, as such, there is no requirement to provide anyinformation under this item.
**ITEM 2.    OFFER STATISTICS AND EXPECTEDTIMETABLE**
This Form 20-F is being filed as an annual report under the*Exchange Act* and, as such, there is no requirement to provide anyinformation under this item.
**ITEM 3.    KEY INFORMATION

A.              Selected Financial Data**
The selected financial data set forth below for the five mostrecent fiscal years are derived from the audited consolidated financialstatements of the Company for the year ended December 31, 2002. The selectedfinancial data should be read in conjunction with those financial statements andthe notes thereto. The financial statements have been prepared in accordancewith Canadian generally accepted accounting principles ("GAAP"). For UnitedStates GAAP reconciliation, see the audited consolidated financial statementsand notes thereto at Item 19 herein. Reference should also be made to "Item 5,Operating and Financial Review and Prospects."
**Canadian GAAP** Year Ended      December 31, 20022001200019991998
Capital Stock5,732,7601,862,1871,862,1871,862,187298,708
Working Capital (Deficiency)(9,350)(590,346)(149,888)285,249(38,680)
Mineral Properties----770,826585,486390,685
Total Assets3,304,65736,826846,1051,003,207720,615
Long-Term Debt----------
Shareholders' Equity (Deficit)3,283,732(582,975)630,579882,080363,070
Revenue from Operations----------
Loss from Operations(256,980)(308,052)(253,093)(361,080)(206,205)
Net Loss (240,954)(1,213,554)(251,501)(326,219)(236,594)Basic and Diluted Loss per      Share (1) (0.06)(1.45)(0.30)(0.72)(1.02)
Dividends per Share----------
Common Shares Outstanding (2)8,126,825835,722835,722835,722269,139**1 Loss per share for each of the three years      ended December 31, 1998 through to December 31, 2000 has been restated to      reflect the six for one share consolidation on October 15, 2001.
2 The Common Shares in the capital stock of      the Company were consolidated on a six (old) Common Shares for one (new)      Common Share at an Extraordinary General Meeting of its Shareholders held      October 15, 2001.
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**United States GAAP** Year Ended      December 31, 
20022001200019991998
Capital Stock5,732,7601,862,1871,862,1871,862,187298,708
Working Capital (Deficiency)(9,350)(590,346)(149,888)285,249(38,680)
Mineral Properties----------
Total Assets3,304,65736,82675,279417,721329,930
Long-Term Debt----------
Shareholders' Equity (Deficit)3,283,732(582,975)(140,247)296,594(27,615)
Revenue from Operations----------
Loss from Operations (3)(256,980)(418,175)(438,433)(553,320)(386,259)
Net Income (Loss) (3)(240,954)(442,728)(436,841)(521,020)(419,637)Basic and Diluted Loss per      Share (1) (3)(0.06)(0.53)(0.54)(1.14)(1.80)
Dividends per Share----------
Common Shares Outstanding (2)8,126,825835,722835,722835,722269,139
1** **Loss per share for each of the      three years ended December 31, 1998 through to December 31, 2000 has been      restated to reflect the six for one share consolidation on October 15,      2001.
2 The Common Shares in the      capital stock of the Company were consolidated on a six (old) Common      Shares for one (new) Common Share at an Extraordinary General Meeting of      its Shareholders held October 15, 2001.
3 Under Canadian GAAP, where an      entity disposes of substantially all of its assets and the remaining      operations are insignificant, discontinued operations disclosure      (presenting the discontinued operations as a single line on the financial      statements) is not considered informative to readers. As a result,      Canadian GAAP precludes presentation in this manner. Under U.S. GAAP, no      such preclusion exists. As the Company's activities related to its medical      device business commenced in late 2002, net loss from discontinued      operations and under U.S. GAAP would equal net loss under U.S. GAAP as      presented above.
**Exchange Rates**
(a) On August 5, 2003, the noon      buying rate for cable transfers in New York City for Canadian Dollars, as      certified by the Federal Reserve Bank of New York was US$1.00 = Cdn$1.4045      or C$1.00 = US$0.7120(b) The following table indicates      the high and low noon buying rate in New York City for cable transfers in      Canadian dollars as certified for customs purposes by the Federal Reserve      Bank of New York for the nine months from December 2002 through August      2003:**Month Ended**High **Low
December 20021.58001.5478**2003  
January1.57501.5220
February1.48801.5315
March1.49051.4659
April1.48431.4336
May1.42211.3446
June1.37681.3348
July1.33681.4114
August 1.38361.4100(c) The following table indicates      the average December 31 noon buying rate in New York City for cable      transfers in Canadian dollars as certified for customs purposes by the      Federal Reserve Bank of New York for the calendar years during the five      most recent fiscal years from December 31, 1998 to December 31, 2002.
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(The average rate is the average of the exchange rates on thelast day of each month during the period.)
**Period**Average
Calendar Year 1998
1.4836
Calendar Year 1999
1.4858
Calendar Year 2000
1.4855
Calendar Year 2001
1.5487
Calendar Year 2002
1.5702**B.              Capitalization and Indebtedness**
This Form 20-F is being filed as an annual report under the*Exchange Act* and, as such, there is no requirement to provide anyinformation under this item.
**C.               Reasons for the Offer and Use of Proceeds**
This Form 20-F is being filed as an annual report under the*Exchange Act* and, as such, there is no requirement to provide anyinformation under this item.
**D.               Risk Factors**
An investment in the securities described in this AnnualReport must be considered speculative due to the nature of the Company'sbusiness. Prospective investors should carefully consider the risks involved,which include the following:

Development Stage Company 

The Company is in the development stage and currently has noproducts approved for sale or use. The Company will not be able to sellsignificant quantities of its products until such time, if ever, as it receivesregulatory approval to commercially market such products, and thus the Company'slong-term viability, growth, and profitability will depend upon successfultesting, approval, and commercialization of the URO-Stent or other productsresulting from its research and development activities. Adverse or inconclusiveresults in clinical trials of these products could significantly delay orultimately preclude any regulatory approvals, and even if obtained there can beno assurance that any product approval would lead to the successfulcommercialization of the product approved. Furthermore, the Company does notexpect to begin the regulatory approval process in the United States and Canadafor at least the next two years, and will only pursue approval and marketing ofits products in the countries recognizing the CE Mark, such as most European andAsian countries. 

Limited Operating History. 

The Company has a limited operating history upon which anevaluation of its prospects can be made. There can be no assurance that theCompany will effectively execute its business plan or manage any growth of theCompany's business, or that the Company's future operating and financialforecast will be met. Future development and operating results will depend onmany factors, including access to adequate capital, the completion andregulatory approval of marketable products, the demand for the Company'sproducts, the level of product and price competition, the Company's success insetting up and expanding distribution channels, and whether the Company cancontrol costs. Many of these factors are beyond the control of the Company. Inaddition, the Company's future prospects must be considered in light of therisks, expenses, and difficulties frequently encountered in establishing a newbusiness in the medical device industry, which is characterized by intensecompetition, rapid technological change, highly litigious competitors, potentialproduct liability and significant regulation. 

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History Of Losses, Anticipated Future Losses.

The Company has no history of revenues from operations.During the year ended December 31, 2002, the Company incurred a net loss underCanadian GAAP of $240,954 (2001 - net loss of $1,213,554; 2000 - net loss of$251,501; 1999 - net loss of $326,219; 1998 - net loss of $236,594) and had anaccumulated deficit as of December 31, 2002 of $2,686,116 (2001 - $2,445,162;2000 - $1,231,608; 1999 - $980,107; 1998 - 653,888; 1997 - $417,294). 

Since inception the Company has had negative cash flows fromoperations. It is anticipated that negative cash flows from operations willcontinue for the foreseeable future. The following summarizes negative cashflows from operating activities on a monthly basis for each of the years endedDecember 31, 2000, 2001 and 2002:
 **Monthly Negative Cash Flows:
December 31, 2000$20,585
December 31, 2001$22,969
December 31, 2002  $8,547
It is anticipated that the Company's continuing operationswill consume approximately $10,000 per month during the next 12 months. Thesefactors cast doubt as to the Company's ability to continue as a going concern.

The Company has funded its operations through the issuance ofcommon stock, and through related party loans since inception, in order to meetits strategic objectives. The Company anticipates that losses will continueuntil such time, if ever, as the Company is able to generate sufficient revenuesto support its operations. The Company's ability to generate revenue primarilydepends on its success in completing development and obtaining regulatoryapprovals for the commercial sale of the products under development. There canbe no assurance that any such events will occur, that the Company will attainrevenues from commercialization of its products, or that the Company will everachieve profitable operations. 

Unpredictability Of Revenues. 

The life cycle of the products that the Company plans todevelop is difficult to predict. Failure to gain timely market acceptance of itsproducts would have a material adverse effect on the Company's ability togenerate revenue, and would have a material adverse effect on the Company'sbusiness, financial condition and results of operations. To successfully gainmarket acceptance, the Company must develop the ability to manufacture itsproducts in large quantities in compliance with regulatory requirements and atan acceptable cost. The Company has no long-term experience in manufacturingstent products, and could experience difficulties in development ormanufacturing that may have a material adverse effect on the Company's abilityto market its product. Moreover, there can be no assurance that the Company willbe successful in scaling up manufacturing operations sufficient to produce itsproducts in sufficient volume to generate market acceptance. 

Competition And Market Factors. 

The market in which the Company intends to operate presentsseveral established products and procedures that are widely accepted as the"gold standard" treatment for the debilitating condition Benign ProstateHyperplasia (BPH). The Company's success is dependant upon acceptance of itsproduct by the medical community as reliable, safe and cost-effective. It may bedifficult or impossible for the Company to achieve such acceptance of itsproducts in view of these market conditions. In addition, the Company'scompetitors are more financially stable than the Company and have significantresources for research and development available to them. Thus it is likely thatthey will be continually bringing improved products 

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and techniques to market which will establish a morecompetitive market environment for the Company's product, should it besuccessfully approved and commercialized. Moreover, even if the Companysuccessfully brings its product to market ahead of its projected competitors,established competitors may bring superior products to market that wouldcompete. In addition, the medical device market is subject to constantintroduction of new products and designs. Market acceptance of the Company'sproducts may be influenced by new products or technologies that come to market,which could render the Company's products obsolete or non competitive.

Dependence on Financing. 

The Company's capital requirements have been and willcontinue to be significant. The Company will be dependent on future financing tofund its research and development as well as other working capital requirements.The Company estimates that its current working capital will support itsactivities for no more than three months. After that time, the Company will needadditional financing. The Company is currently anticipating furthersubscriptions for its common stock, but there can be no assurance that thesesubscriptions will be forthcoming or that they will result in sufficient capitalfor the Company to meet its current and expected working capital needs. It isnot anticipated that any of the officers, directors or current shareholders ofthe Company will provide any significant portion of the Company's futurefinancing requirements. Furthermore, in the event that the Company's planschange, its assumptions change or prove inaccurate, or its capital resourcesprove to be insufficient to fund operations, the Company could be required toseek additional financing sooner than currently anticipated, or in greateramounts than currently anticipated. Any inability to obtain additional financingwhen needed would have a material adverse effect on the Company, includingpossibly requiring the Company to significantly curtail or possibly cease itsoperations. In addition, any future equity financing may involve substantialdilution to the Company's existing shareholders.

Dependence On Management And Recruiting. 

The success of the Company is currently largely dependent onthe performance of its Chief Executive Officer and Chief Technology Officer, aswell as its directors. The loss of the services of these persons would have amaterially adverse effect on the Company's business and prospects. There is noassurance the Company can maintain the services of its directors or otherqualified personnel required to operate its business. Failure to do so couldhave a material adverse affect on the Company and its prospects. The Companydoes not have key-man insurance on any of its officers or directors.

The Company currently has no employees and only threefull-time officers and directors. In addition, the Company has entered intoconsulting agreements with two individuals to provide management services to theCompany with respect to regulatory matters in Russia. The remainder of theCompany's management has been undertaken by independent consultants. This maymake it difficult for the Company to attract capital investment sufficient tomeet its capital needs. Because the Company is in the development stage and hasnot yet produced a marketable product, it will be reliant upon its ability toattract skilled members of the medical device industries. There can be noassurance that the Company will be able to identify suitable candidates foremployment, or to attract them to the Company should they be identified. Inaddition, the Company will be heavily dependent upon creative design andengineering skills of individuals with whom it has little familiarity, and whomay not perform as expected. 

Intellectual Property Risks. 

The URO-Stent has IP protection to the extent that it hasbeen granted a patent by the Patent Office of Russia and is the subject of apending application under the international Patent Cooperation Treaty. TheCompany's success will depend in part on whether the Company can expand andmaintain patent protection for its product(s) and processes, preserve tradesecrets and proprietary technology, and operate without infringing upon patentor other proprietary rights of third parties. The Company intends to file 

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additional patent applications in the United States and inseveral foreign markets and, but there can be no assurance that any of thesepatents will be issued or that patents will not be challenged. A significantnumber of medical device companies, other companies, universities, and researchinstitutions have filed patent applications or have been issued patents relatingto stents and stent-delivery systems, and there has been substantial litigationin this area. Established companies in the medical products industry generally,and the stent industry in particular, are aggressive in attempts to block newentrants to their markets, and the Company's products, if successfullydeveloped, may interfere with the intellectual property rights of thesecompanies. The Company's success will depend on its products not infringingpatents that the Company expects would be vigorously prosecuted. Furthermore,the validity and breadth of claims in medical technology patents involve complexlegal and factual questions and, therefore, are highly uncertain. Even if theCompany successfully patents the URO-Stent, there can be no assurance that itwould be able to successfully assert its patents against competing products. Inaddition, infringement claims against the URO-Stent could be sufficientlyexpensive to have a material adverse effect on the Company's results or abilityto continue marketing its products. 

Product Liability Exposure. 

The Company's business exposes it to potential productliability risks, which are inherent in the testing, manufacturing, marketing andsale of medical products. While the Company will take precautions it deems to beappropriate to avoid product liability suits against it, there can be noassurance that it will be able to avoid significant product liability exposure.Product liability insurance for the medical products industry is generallyexpensive, to the extent it is available at all. The Company has not yet soughtto obtain product liability coverage. The Company intends to obtain suchcoverage when the URO-Stent or other products developed by the Company receiveapproval for use and sale. There can be no assurance that it will be able toobtain such coverage on acceptable terms, or that any insurance policy willprovide adequate protection against potential claims. A successful productliability claim brought against the Company may exceed any insurance coveragesecured by the Company, and could have a material adverse effect on theCompany's results or ability to continue marketing its products. 

Uncertainty Of Healthcare Reimbursement. 

The health care industry is subject to changing political,economic and regulatory influences that may affect the procurement practices andoperations of healthcare industry participants. During the past several years,government regulation of the healthcare industry has changed significantly inseveral countries. Healthcare industry participants may react to new policies bycurtailing or deferring use of new treatments for disease, including treatmentsthat would use the products that the Company intends to develop. This couldsubstantially impair the Company's ability to successfully commercialize theURO-Stent, which would have a material adverse effect on the Company'sperformance. 

Penny Stock Rule. 

The Company's common stock is listed on the OTCBB. Investorsmay find it more difficult to dispose of, or to obtain accurate quotations as tothe market value of, the Company's common stock than would otherwise be the casewere the Company's common stock listed on a more recognized stock exchange orquotation service. In addition, trading in the Company's common stock iscurrently subject to certain rules under the Exchange Act, which requireadditional disclosure by broker-dealers in connection with any trades involvinga stock defined as a "penny stock." Penny stocks are generally non-Nasdaq equitysecurities with a market price less than U.S.$5.00 per share. The penny stockrules require broker-dealers selling penny stocks to make certain disclosuresabout such stocks to purchasers thereof, and impose sales practice restrictionson broker-dealers in certain penny stock transactions. The additional burdensimposed upon broker-dealers by these rules may discourage them from effectingtransactions in the Company's common stock, which could limit the liquidity ofthe common stock and the ability of the Company's stockholders to sell theirstock in the secondary market. 

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Enforcement of Service of Legal Process

All of the Company's Directors and all of its Officers areresidents of Canada. Consequently, it may be difficult for United Statesinvestors to effect service of process within the United States upon thedirectors or officers, or to realize in the United States upon judgments ofUnited States courts predicated upon civil liabilities under the Untied StatesSecurities Exchange Act of 1934, as amended. A judgment of a U.S. courtpredicated solely upon such civil liabilities would probably be enforceable inCanada by a Canadian court if the U.S. court in which the judgment was obtainedhad jurisdiction, as determined by the Canadian court, in the matter. There issubstantial doubt whether an original action could be brought successfully inCanada against any of such persons or the Company predicated solely upon suchcivil liabilities.

Dilution to Ownership Interest from Options and Warrants

The Company has outstanding a total of 750,000 incentivestock options exercisable at various prices from U.S. $1.00 to U.S. $3.00. Uponexercise, these options will dilute the relative ownership interests of previousshareholders. The amount of dilution will depend upon the number of sharesoutstanding at the time of any exercise and the number of shares issued uponexercise. There are 33,334 warrants outstanding, exercisable at U.S. $1.00 pershare in the first year and U.S. $2.00 per share in the second year.

At August 5, 2003 the Company had 8,126,825 Common Sharesissued and outstanding. If all 783,334 options and warrants had been exercisedon that date, shareholders who previously owned 100% of the Company would haveowned 91% the Company and exercising option and warrant holders would have owned9% of the Company.

Potential Dilution to Book Value from Options and Warrants

As described in the preceding paragraph, the Company hasincentive stock options outstanding. If any of such options are exercised at atime when the Company's book value per share is higher than the exercise price,such exercise would cause dilution to book value per share of previousshareholders. Similarly, if the exercise price at the time of exercise is higherthan the Company's pre-exercise book value per share, then the warrant or optionexercise would be accretive to book value per share. At December 31, 2002, thepro forma net asset value of the Company's Common Shares under U.S. GAAP was$(8,263,124) or ($0.93) per share. Thus, exercise of any and all of theoutstanding warrants and stock options on that date would have been accretive.

U.S. Tax Status as a PFIC

As of December 31, 2002 the Company fit within the definitionof a "Passive Foreign Investment Company" under the United States InternalRevenue Code of 1986, as amended, which may result in complex or adverse taxtreatment of a U.S. shareholder who owns stock of the Company (see "Item 10E,Taxation - Material United States Federal Income Tax Consequences"). 

U.S. Shareholders' Federal Income Tax Consequences

The Company believes that it fits the classification of"passive foreign investment company" ("PFIC") as defined in the Internal RevenueCode of 1986, as amended (the "Code"), causing all or part of any gain realizedby a U.S. shareholder selling or exchanging Common Shares to be treated asordinary income rather than capital gains. This classification of the Company asa PFIC may affect shareholders who are United States citizens, resident aliensor United States corporations, estates or trusts other than foreign estates ortrusts (a "U.S. shareholder") regardless of the extent of the U.S. shareholder'sownership of Company stock. A U.S. shareholder who holds stock indirectly (i.e.,is a partner in a partnership, a shareholder in a corporation which holdsCompany stock or a beneficiary in an estate or trust) is also subject to theserules.

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U.S. shareholders of a PFIC who held stock after December 31,1986 are subject to certain adverse tax consequences, however, other than theloss of the step-up basis at death, these adverse tax consequences can beavoided if: (i) the U.S. shareholder has elected to treat the PFIC as aqualified electing fund (a "QEF"), with respect to that U.S. shareholder,effective for each of the PFIC's taxable years beginning on or after January 1,1987, which include any portion of the U.S. shareholder's holding period, and(ii) the Company complies with reporting requirements to be prescribed by theSecretary of the Treasury.

(See "ITEM 10 - INFORMATION ON THE COMPANY - E., *Taxation*,"for a further discussion of income tax considerations in connection with theownership of Common Shares of the Company by both U.S. and Canadianshareholders.)

Currency and Currency Fluctuations

The Company maintains its accounts in Canadian dollars.Approximately half of the costs which are incurred by the Company on an ongoingbasis are in United States (U.S.) dollars. It is expected that most future costsand some future revenues, if any, will be denominated in U.S. dollars with theexception of equity funds raised which will be denominated in Canadian dollars.Accordingly, currency fluctuations and translation gains and losses maymaterially effect the Company's operations or financial condition in theforeseeable future. Because the Company issues financial reports in Canadiandollars, however, currency fluctuations may also materially and adversely impacton the Company's reported results.

Possible Conflicts of Interest

Some of the directors and officers are engaged and willcontinue to be engaged in the search for additional business opportunities onbehalf of other corporations, and situations may arise where these directors andofficers will be in direct competition with the Company. Conflicts, if any, willbe dealt with in accordance with the relevant provisions of the BusinessCorporations Act of Wyoming. Management knows of no current affiliations thatare likely to raise actual conflicts of interest (see "Item 6, Directors, SeniorManagement and Employees" herein).

In order to avoid the possible conflict of interest which mayarise between the directors' duties to the Company and their duties to the othercompanies on whose boards they serve, the directors and officers of the Companyhave agreed to the following:
- participation in other business ventures offered to the directors will be  allocated between the various companies on the basis of prudent business  judgment, and the relative financial abilities and needs of the companies  involved;
- no commissions or other extraordinary consideration will be paid to such  directors and officers; and
- business opportunities formulated by or through other companies in which  the directors and officers are involved will not be offered to the Company  except on the same or better terms than the basis on which they are offered to  third-party participants.
**ITEM 4.     INFORMATION ON THE COMPANY**
**A.               History and Development of the Company**
The Company was incorporated under the laws of the Provinceof British Columbia on August 24, 1990, under the name "San Antonios ResourcesInc." On October 15, 2001, the Company consolidated its share capital on thebasis of six pre-consolidation Common Shares for one post-consolidation CommonShare. On September 23, 2002, the Company changed its name to "Global PrecisionMedical Inc." and undertook a material change in its business focus away frommining exploration and into the medical device industry. The principal businessof the Company and its wholly-owned subsidiary, San Antonios Resources (USA)Inc., consequently ceased to be mineral exploration.

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On February 5, 2003, the Company was continued from BritishColumbia, under provisions of the *Company Act* (British Columbia), intothe State of Wyoming, pursuant to W.S. 17-16-1503of the 1989 *Wyoming Business Corporation Act.*
The principal place of business of the Company is 838 MathersAve., West Vancouver, B.C. Canada V7T 2G1 (Mailing Address: Box 536, 1489 MarineDrive, West Vancouver B.C Canada V7T 1B8), telephone: (604) 926-2939.

The Company's Agent for Service in the United States isWilliam Vines, c/o Jones, Jones, Vines & Hunkins, 718 9th Street, P.ODrawer 189, Wheatland, Wyoming 82201.

New Business Direction for the Company

At an Annual and Special General Meeting of Shareholders heldSeptember 23, 2002, shareholders approved a worldwide Technology LicenceAgreement entered into by the Company with Global Medical Sciences Ltd. tocommercialize and further develop the technology known as the URO-Stent (the"Licence"), a change in control of the Company and a special resolution tochange the Company's name to Global Precision Medical Inc. in order to reflectthe new business direction of the Company. The Licence was granted inconsideration of the issuance of 4,030,079 restricted Common Shares in thecapital stock of the Company with a value of $6,396,951.

From inception to the year ended December 31, 2001, theCompany spent a total of $880,949 on the acquisition and exploration of mineralproperties in Nevada. During 2002, the Company spent no funds on the acquisitionand exploration of mineral properties. There were no capital expenditures of anykind during the year ended December 31, 2002, except the acquisition of theLicence. The Company's focus was on reducing its financial obligations bydropping all optioned, leased and staked unpatented mineral claims anddeveloping its URO-Stent technology.
**B.               Business Overview**
Previous Properties and Business
From 1996 to September 23, 2002, the Company was anexploration stage company engaged in the acquisition and exploration of mineralproperties in Nevada. It has never had any earnings from mining and nocommercially viable mineral deposits were identified on any of its properties.Its last remaining mineral interests were relinquished without furtherobligation in August 2002.

Potential prospects were identified by the Company'smanagement or by independent consultants engaged for that purpose.Subcontractors, under the supervision of the Company's management, were engagedto carry out the Company's exploration programs and independent, accreditedmetallurgical laboratories were used to analyze selected soil samples formineralization. 

In order for the Company to fulfill its financial obligationsto maintain its mining exploration properties and to carry out any geologicalinvestigation thereon, the Company was required to raise funds from the sale ofits Common Shares or through joint venture arrangements, or a combinationthereof. The business climate for financing junior company mineral explorationprograms deteriorated during 1999, 2000, 2001 and 2002 such that financing couldnot be raised to continue with exploration programs nor to pay the holding feesto maintain the properties in good standing. As a result there was a downsizingof the Company's mining property interests.

In January 2002, the Company terminated its February 3, 1997,option agreement as amended on August 24, 1998, on September 28, 1999, onSeptember 30, 2000 and February 03, 2001, with James Bright, Debbie Brown andHarvey Bellm (the "B Optionors") with respect to the option to purchase a 

9

100% interest in six unpatented mining claims, the BlusterMine and Big Ledge Claims. The said claims were Quitclaimed back to the BOptionors. The Company wrote down the value of the Bluster/Big Ledge Claims'capitalized mineral property costs of $80,698 and deferred exploration costs of$68,893 (for a total write down of $149,591) at December 31, 2001, to reflecttheir net realizable value.

Also in January 2002, the Company terminated the February 3,1997, option agreement with Jerry Stocks, James Bright and Janice Hastie (theEstate of Richard Hillberg) to purchase a 100% interest in ten unpatented miningclaims, the Pavlak Claims. The Company wrote down the value of the PavlakClaims' capitalized mineral property costs of $52,006 and deferred explorationcosts of $69,157 (for a total write down of $121,163) at December 31, 2001 toreflect its net realizable value. The Bluster Mine, Big Ledge Claims and thePavlak Claims were subsequently Quitclaimed back to the original owners duringthe fiscal year ended December 31, 2002.

As the Company was unable to raise further capital to fulfillits financial obligations to maintain and pay the annual property holding feeson the remaining mineral properties in Nevada (the SH Claims, consisting of 29unpatented lode mining claims covering an area of approximately 560 acres in theJarbidge Mining District in Elko County, and the CC Claims, consisting of 18unpatented lode mining claims covering about 275 acres in the Carlin Trend), orto carry out any geological investigation, in August 2002, the Company abandonedthese claims.

In all, the Company divested itself of all mineral leases andall further financial obligations with respect to those properties and of alllocated claims and ceased to be involved in the mining business.

New Business Direction

On September 23, 2002 the Company entered into an exclusiveworldwide Technology Licence Agreement with Global Medical Sciences Ltd. tocommercialize and further develop the technology known as the URO-Stent (the"Licence"). The Licence was granted in consideration of the issuance of4,030,079 restricted Common Shares of the Company with a deemed value of $6.4million (U.S. $4 million). For financial accounting purposes, these shares havebeen recorded at a value of $3.3 million (U.S. $2 million) based on an averageshare price of the Company two days before and after the acquisition of theLicence.

The URO-Stent is used for the prevention of lumen restrictionassociated with benign prostate hyperplasia BPH is a non-cancerous enlargementof the prostate, which constricts the urethra as it grows, thereby restrictingthe flow of urine - a common cause of urinary voiding dysfunction in men. TheURO-Stent has been developed by a team of scientists, clinicians and medicalspecialists in Moscow in conjunction with IMET. The URO-Stent is braided from aproprietary NiTi shape-memory alloy wire that utilizes its unique shape-memoryproperties such that when the stent is released into the prostate by a catheterdelivery system, and, as it reaches body temperature, the stent expands allowingthe radial tension of the wire net to hold the blocked portion of the lumen inan open position. The URO-Stent has several advantages over competitive stenttechnologies: atraumatic design (no sharp ends), more radial rigidity,non-kinkable yet flexible while keeping the lumen diameter constant.

The Company has undertaken to further develop the stent, toseek regulatory approval for use and sale initially in Russia and thesurrounding former Soviet countries, to gather further clinical information andproduct engineering feedback, and to move towards regulatory approval for useand sale in other countries with the ultimate goal of attaining Health Canadaand FDA approvals.

The primary advantage of using a stent to treat BPH is theoffer for a safer, easier and faster solution to the debilitation experienced byBPH sufferers. In the procedure, the stents acts as a scaffold maintaining anopen lumen. The URO-Stent has been engineered to provide several uniquefeatures: atraumatic design (no sharp ends), improved radial rigidity,non-kinkable yet flexible integrity while keeping the lumen diameter constant.

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The principal raw material for the device is currentlymanufactured in Russia at the IMET facilities. In order to diminish thedependence for the metal from this sole source, the Company will undertake aninvestigation of NiTi alloy wire with similar properties from other sourcesincluding Germany and the United States. The cost of the wire as a component ofthe final finished, braided, sterilized, packaged and labeled product is lessthan 20%; therefore the cost of the wire is of less concern than the ongoingavailability of the wire from the sole source of supply - IMET in Russia.
****
The Company has identified a medical device manufacturing anddistribution company in Moscow, Russia, with the view to contract manufacturingthe catheter delivery-system and to distribute the completed unit along side itsother medical products, which are not in competition with the URO-Stent. Forsales and distribution in Asia and North America if and when the relevantregulatory approvals are achieved for those respective jurisdictions, theCompany intends to contract with MDMI Technologies Inc. ("MDMI"), a Canadianmedical device company with a marketing network in Asia and North America.

The Company is dependent on patent protection and in theearly stages of development and production it is dependent on various strategicalliances: Russian National Academy of Science, Department of Urology MoscowMedical Semashko Institute, Department of Materials and Metals Engineering, theA.A Baikov Institute of Metallurgy and Materials Technology of Russian Academyof Science and MDMI in British Columbia. Maintaining a satisfactory workingrelationship with these groups is essential to acquiring the NiTi wire tomanufacture the URO-Stent and to complete the regulatory process for approvalfor use and sale in Russia. The URO-Stent has IP protection in that it has beengranted a patent by the Patent Office of Russia and is the subject of a pendingapplication under the international Patent Cooperation Treaty. Moving forward,the Company will seek to contract with TransTechnology (Moscow) to coordinatewith the Company's Patent Attorneys to manage the IP of the URO-Stent and anyother devices that may emerge from the special properties of the IMET NiTi towhich the Company has rights.

The URO-Stent has been engineered to provide several uniquefeatures that are believed to make the URO-Stent competitive in its field:atraumatic design (no sharp ends), improved radial rigidity, non-kinkable yetflexible integrity while keeping the lumen diameter constant. These featureshave been confirmed in the results of clinical trials under the direction of Dr.Dmitri Pushkar gathered from 3 sites in Moscow is before the Russian FederationMinistry of Health for approval for use and sale in Russia. Dr. Pushkar is amember of: (1) the Presidium group of the Russian Society of Urology, (2) theEuropean Urology Association, (3) the American Urological Association, (4) theUnited Nations sponsored Institutional Centre for Science and High Technology,(5) the International Society of Urology, (6) the Board of European School ofUrology, and (7) the Editorial Committee of the Urology Journal of Russia.

The Company faces competition from other stent makers andcompetition for this medical procedure from a number of treatment regimes forBPH including pharmatherapy and prostate resection surgery.

The results of clinical trials under the direction of Dr.Dmitri Pushkar gathered from three sites in Moscow is before the RussianFederation Ministry of Health for approval for use and sale in Russia. Approvalfrom this government body is a necessary step for use and sale initially inRussia and those former Soviet countries which recognize Russian medicalapprovals. The approval and protocols accepted in the Russian application forapproval process will be analyzed by MDMI in British Columbia with the view toadvising the Company and designing a go-forward protocol and program to gatherfurther clinical information and product engineering feedback in order to movetowards applications for regulatory approval for use and sale in other countrieswith the ultimate goal of attaining Health Canada and FDA approvals. Withoutsuch approvals, which are expected to take several years and indeed may not beachieved, the URO-Stent cannot be used or sold in the respective jurisdictions.

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Market****
Currently, there are an estimated 23 million men sufferingfrom BPH and related symptoms. Approximately 10% of these men suffer severelyand seek medical intervention at an estimated overall cost of $2.5 - $3.0Billion annually in the United States alone. An estimated US$8-10 Billion isspent worldwide in treating BPH, which effects 50% of men over age 50.Worldwide, an estimated 800,000 prostectomies procedures are performed annually.

There is a need for an alternative treatment for the 10-15%of BPH patients who are not suitable for traditional transurethral resection ofthe prostate (TURP) therapy. Other less/non invasive methods for treating BPHare proving to be more widely accepted. These methods offer significantadvantage over TURP, and have been designed to reduce cost and patient trauma,being performed on an outpatient basis with only local anesthesia. 

The Company estimates that, with technology improvements inprostatic stents, over 10% or 100,000 of the surgical procedures will bereplaced with prostatic stenting. With improved effectiveness of stents and themitigation of restenosis, patient-driven demand for a stent solution to BPH willrapidly replace more invasive resections.

The current estimate of average selling price of theURO-Stent worldwide is US$300 per unit.
**C.               Organizational Structure****GLOBAL PRECISION MEDICAL INC.(Continued from British Columbia, Canada,    to Wyoming - (02 / 05 / 03))    (formerly San Antonios Resources Inc.)**100%    ****100%   ******Global Precision Medical (Canada) Inc.**(Incorporated in British Columbia April 3, 2003)**Global Precision Medical (USA) Inc. (1)(Incorporated in Montana June 19, 1996)
(1) On February 5, 2003, Global Precision Medical (USA)  Inc. ("GPM-USA"), formerly San Antonios Resources (USA) Inc., and formerly a  wholly-owned Montana subsidiary of the Company, was transferred to Antonios  Kripotos. No other assets or liabilities were transferred with GPM-USA.
**D.               Property, Plants and Equipment**
The Company has no significant material assets or contractualfinancial obligations. It relies on its strategic relationships to supply thematerials and research facilities.
**ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.               Operating Results**
Until September 23, 2002, the Company was in the speculativebusiness of exploring for gold and did not generate any revenues from miningoperations. At that time, a change of business took place and the Companyentered into an exclusive worldwide Technology Licence Agreement with GlobalMedical Sciences Ltd. to commercialize and further develop the technology knownas the URO-Stent. 

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The ability of the Company to continue its activities isdependent upon its ability to raise substantial amounts of equity capital, orotherwise finance its activities.
*Critical Accounting Policies and Estimates*
The Company's consolidated financial statements (see "Item14(a), Financial Statements") are prepared in Canadian dollars and in accordancewith Canadian generally accepted accounting principles ("Canadian GAAP"). Theprincipal difference from accounting principles generally accepted in the UnitedStates ("U.S. GAAP") that affects the consolidated financial statements of theCompany is the treatment of the costs of exploration of unproven mineralproperties. In Canada, these costs are capitalized and written down only if itis determined that it is unlikely that the property contains sufficient economicreserves to recover the accumulated costs. In the United States, these costs areexpensed as they are incurred. Material measurement differences resulting fromthe application of U.S. GAAP are described in Note 14 to the consolidatedfinancial statements.

The preparation of the Company's financial statements inconformity with Canadian GAAP requires Management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenditures during thereporting periods. Actual results may differ from those estimates.

All of the Company's significant accounting policies arelisted in Note 2 to its consolidated financial statements. Of those significantaccounting policies, the Company has identified the following accountingpolicies which are believed to be the most critical in fully understanding andevaluating the reported financial results:

Licence Agreement 

The Company's licence agreement is recorded at a value basedon an average price of the shares two days before and after the date ofacquisition, issued in connection with the acquisition of the Licence Agreement,and is being depreciated on a straight-line basis over its estimated useful lifeof ten years. The carrying value of the Company's licence agreement is reviewedby management for impairment on a regular basis or when facts or circumstanceswould indicate a condition of impairment exists and is tested in reference todiscounted cash flows.

Exploration and Development Costs

All direct costs, net of pre-production revenue, relative tothe acquisition of, exploration for and development of mineral properties arecapitalized individually. On commencement of commercial production, the netcosts of the applicable property are charged to operations using thenet-of-production method based on estimated proven and probably recoverablereserves. Net costs related to abandoned properties are charged to earnings.

The recoverability of the amounts shown for mineralproperties and interests is dependent on the confirmation of economicallyrecoverable reserves, confirmation of the Company's interest in the underlyingmineral claims, the ability of the Company to obtain the necessary financing tosuccessfully complete their development and future profitable operations.

Management reviews the carrying value of its mineralproperties on a regular basis by reference to the project economics includingthe timing of the exploration and/or development work, the work programs andexploration results experienced by the Company and others. The review of thecarrying value of any producing property will be made by reference to theestimated future operating results and net cash flows. When the carrying valueof a property or equipment exceeds its estimated net recoverable amount,provision is made for the decline in value.

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*Fiscal Year Ended December 31, 2002*
Net loss for the fiscal year ended December 31, 2002 was$240,954 (or $0.06 per share) compared to a net loss of $1,213,554 (or $1.45 pershare) during the fiscal year ended December 31, 2001 (a net loss of $251,501(or $0.30 per share) during the year ended December 31, 2000).

The primary activities during the fiscal year ended December31, 2002, related to a change of business from mineral exploration to themedical technology industry, financing and relinquishment of the remainder ofthe Company's mineral properties. Administrative expenses for the fiscal yearended December 31, 2002 were $256,980 ($308,052 for the fiscal year endedDecember 31, 2001 and $253,093 for the fiscal year ended December 31, 2000). Asignificant component of administrative expenses during the fiscal year endedDecember 31, 2002 was for consulting fees for services as officers/shareholdersof the Company received 400,000 Common Shares in the capital stock of theCompany at a value of $62,421 for services related to transferring thetechnology associated with the URO-Stent from Russia to Canada and in furtherdevelopment of the technology towards commercialization. The Company alsoincurred research and development costs of $23,352 during the year endedDecember 31, 2002 ($nil in prior years) toward the development of the URO-Stenttechnology. This expense is expected to increase in future years as the Companybrings the technology to market. Salaries expense decreased from $136,000 duringthe year ended December 31, 2001 to $8,000 during the year ended December 31,2002 due to the departure during the year of the former director who earned thatsalary. Other significant administrated expenses incurred by the Company duringthe year ended December 31, 2002 include legal ($32,490 -2002, $50,174 - 2001,$13,226 - 2000), travel ($26,771 - 2002, $2,262 - 2001, $18,910 -2000),accounting and audit ($24,738 - 2002, $27,568 - 2001, $27,450 - 2000) office($17,306 - 2002, $19,805 - 2001, $43,098 -2000), and rent ($16,806 - 2002,$33,616 - 2001, $28,896 - 2000). 

During the fiscal year ended December 31, 2002, the Companyrealized a debt forgiveness gain of $22,573 ($nil in prior years), related tothird party debt that was forgiven. The Company also incurred a write-down ofcapital assets of $6,511 during the year ended December 31, 2002 upon vacatingits former offices.

During the year ended December 31, 2002, the Company issued4,030,079 restricted Common Shares in the capital stock of the Company with adeemed value of $6,396,951 for the acquisition of the Technology LicenceAgreement with Global Medical Sciences Ltd. to commercialize and further developthe technology known as the URO-Stent. For financial accounting purposes, theseshares have been recorded at a value of $3,326,346 (U.S.$2,096,000) based on anaverage share price of the Company for a period of two days before and after theacquisition of the Licence.

The Company relinquished its remaining mineral properties atthe beginning of the year ended December 31, 2002 and did not incur any mineralproperty expenditures during the year ended December 31, 2002.
*Fiscal Year Ended December 31, 2001*
Net loss for the fiscal year ended December 31, 2001 was$1,213,554 (or $1.45 per share) compared to a loss of $251,501 (or $0.30 pershare)) during the fiscal year ended December 31, 2000.

The primary activities during the fiscal year ended December31, 2001, related to financing and administration of the mineral explorationactivities, and relinquishment of several of the Company's mineral properties.The major expense during the fiscal year ended December 31, 2001 was thewrite-off of mineral properties abandoned of $502,547, and the write down of theremaining properties due to the uncertainty of raising capital and recoveringcosts of $378,402. Administrative expenses for the fiscal year ended December31, 2001 were $308,052 ($253,093 for the fiscal year ended December 31, 2000 and$361,080 for the fiscal year ended December 31, 1999). Significant othercomponents of administrative expenses related to wages, legal, office, rentaland accounting expenses. These costs are expected to decrease in 2002 as thelease and option payments for the properties dropped in 2001 and early 2002 areno longer payable, and the Company has sized down its office and administrativerequirements.

14

During the fiscal year ended December 31, 2001, the Companyrealized a foreign exchange loss of $24,600 (2000: loss of $43; 1999: gain of$32,300) arising from differences between the exchange rate of U.S. dollars toCanadian dollars at the time a liability is incurred and the time at which theliability is settled.

Deferred exploration and development expenditures during thefiscal year ended December 31, 2001 were $110,123 (2000: $185,340; and 1999:$194,801). The costs were capitalized under Canadian generally acceptedaccounting principles (Canadian GAAP) and expensed under United States generallyaccepted accounting principles (US GAAP).
**B.               Liquidity and Capital Resources**
As at December 31, 2002 the Company had cash on deposit of$4,923 and a working capital deficiency of $9,350. These funds are expected tobe insufficient to fund short term spending requirements. The Companyanticipates that overhead costs in the next twelve months will approximate$100,000. The Company plans to raise cash to cover this shortfall through thesale of its Common Shares. During the period from January 1, 2003 to July 31,2003, the Company incurred expenses of $290,000, of which $96,000 were cashexpenses.  This cash loss was financed by shareholder advances of $69,000and use of non-cash operating working capital of $27,000.  

During the fiscal year ended December 31, 2002, the Companysettled $294,685 of the $430,685 indebtedness (non-interest bearing and had nofixed terms of repayment) to the former President and CEO of the Company,Antonios Kripotos, with the issue of 2,237,407 Common Shares at U.S.$0.08 pershare. The remaining balance of $136,000, and a further $21,097 advanced duringthe year ended December 31, 2002 was waived by Mr. Kripotos. During the fiscalyear ended December 31, 2002, Ms. I.M. Gogniat, a shareholder, advanced theCompany $79,991 to repay an outstanding bank loan of the Company and laterduring the year waived that advance.

As the Company was unable to raise further capital to fulfillits financial obligations to maintain the remaining mineral properties by payingthe annual property holding fees or to carry out any geological investigation,the Company abandoned its mineral property interests.

The Company raises its cash mainly in Canadian dollars andreports its financial position and operating results in Canadian dollars.Approximately 50% of the planned research and development costs associated withthe commercialization of the URO-Stent will be incurred in U.S. dollars. Thesecash requirements are therefore subject to fluctuations in the exchange ratebetween the U.S. and Canadian dollars. See page 2 herein for a table thatdiscloses the historical exchange rates between the U.S. and Canadian dollar forthe past five years.

As at December 31, 2002, the Company's cash position(deficit) was increased to $4,923 which was$72,076 greater than December 31, 2001. The Company's cashbalance comprises deposits at major financial institutions (Cash position atDecember 31, 2001 also included a bank loan of $79,991). 
During the year ended December 31, 2002, the Companygenerated $169,636(2001: $339,975; 2000: $17,378) through financing activities. During the yearended December 31, 2002 the Company received $77,965 for subscriptions topurchase 66,667 units in the capital stock of the Company, the units beingexercisable until November 29, 2004. Each unit consisted of one Common Share andone-half of one share purchase warrant to purchase one Common Share at a priceof U.S.$1.00 during the first year and at U.S.$2.00 during the second year. 
During the year ended December 31, 2002, the Company alsoincurred an increase in its cash position due to the advancement of $79,991 fromMs. Gogniat to repay the Company's bank loan and a further advancement of$21,097 advancement of funds by Mr. Kripotos. Both individual subsequentlywaived these amounts. 

During the year ended December 31, 2002 issued 4,030,079restricted Common Shares in the capital stock of the Company with a value of$6,396,951 for the acquisition of the Technology Licence 

15

Agreement with Global Medical Sciences Ltd. to commercializeand further develop the technology known as the URO-Stent. In addition, theCompany issued 400,000 common shares of the Company to two of its officers forcompensation for services performed during the year ended December 31, 2002 witha fair value of $62,421.

During the year ended December 31, 2002 the Company utilizedno funds in mining exploration activity ($110,123-2001). There were noadditional expenditures made on capital assets during the year ending December31, 2002 ($nil -2001, $1,081-2000).

Operating activities during the year ended December 31, 2002,consumed $97,560 of cash ($275,131 - 2001, $247,015 - 2000).

Material Differences Between Canada and U.S. Generally Accepted AccountingPrinciples
*Mineral Property Costs*
United States generally accepted accounting principles ("U.S.GAAP") prefers that exploration costs be expensed in the year incurred unlessthere is substantial evidence that a commercial body of ore has been located,whereas Canadian generally accepted accounting principles ("Canadian GAAP")allows exploration costs to be deferred during the exploration process. Duringthe year ended December 31, 2002 there was no effect to the financial statementsdue to differences between U.S. GAAP and Canadian GAAP. 

During the year ended December 31, 2001, the expensing ofexploration expenditures as a current period expense decreased (increased in2000) the net loss to $442,728 ($0.53 per share); (2000: $436,841 ($0.54 pershare)). Total assets under U.S. GAAP remained at $36,826 (2000 fell to:$75,279). Shareholders' equity at the end of 2001 remained at a deficiency of$582,975 under U.S. GAAP, as it is in Canadian GAAP (2000: shareholders' equitywas reduced to $140,247 under U.S. GAAP from $630,579 under Canadian GAAP).These differences had no effect on the Company's liquidity. As a result of theCompany disposing of several mineral properties during the year ended December31, 2001, and writing down the remaining properties to zero, the effect was thatshareholders' equity and total assets under U.S. GAAP and Canadian GAAP areconsistent.
**Foreign Currency Translation*
Under U.S. GAAP assets and liabilities of subsidiaries notreporting in the parent company's functional currency are translated at rates ofexchange prevailing at each balance sheet date. Revenues and expenses of suchsubsidiaries are translated at exchange rates prevailing on the dates on whichsuch items are recognized in operations. Gains and losses arising from thetranslation of financial statements are deferred and disclosed as a separatecomponent of shareholders' equity. This difference does not generate a materialadjustment.
*Comprehensive Income*
In June 1997 Statement of Financial Accounting Standard No.130, "Reporting Comprehensive Income" was issued, which requires that anenterprise report, by major component and as a single total, the change in thenet assets during the period from non-owner sources. As the Company has no othercomprehensive income item this standard does not require further disclosures.
*Accounting for Derivative Instruments and Hedging Activities*
In June 1998 Statement of Financial Accounting Standard("SFAS") No. 133, "Accounting for Derivative Instruments and HedgingActivities", was issued which standardized the accounting for derivativeinstruments ("SFAS No. 133"). SFAS No. 133 is effective for all fiscal quartersof all fiscal years beginning after June 15, 1999. SFAS No. 137 was subsequentlyissued which deferred the effective date of SFAS No. 133 to June 30, 2000. TheCompany does not have derivative instruments and as such no changes will benecessary.

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*Accounting for Stock-based Compensation*
For U.S. GAAP purposes the Company accounts for stock-basedcompensation to employees and directors under Accounting Principles BoardOpinion No. 25, "Accounting for Stock Issued to Employees", using the intrinsicvalue based method whereby compensation costs are recorded for the excess, ifany, of the quoted market price at the date granted over the exercise price. Asat December 31, 2001 no compensation cost has been recorded for any period underthis method.

Statement of Financial Accounting Standard No. 123,"Accounting for Stock-Based Compensation" requires the use of the fair valuebased method of accounting for stock options. Under this method, compensationcost is measured at the grant date based on the fair value of the optionsgranted and is recognized over the vesting period.

Under U.S. GAAP, as the Company's stock options aredenominated in United States dollars, they are subject to variable accounting.
*Financial Statement Presentation*
Under Canadian GAAP, where an entity disposes of substantially all of itsassets and the remaining operations are insignificant, discontinued operationsdisclosure (presenting the discontinued operations as a single line on thefinancial statements) is not considered informative to readers. As a result,Canadian GAAP precludes presentation in this manner. Under United States GAAP("U.S. GAAP"), no such preclusion exists. As the Company's activities related toits medical device business commenced in late 2002, net loss from discontinuedoperations under U.S. GAAP would equal net loss under U.S. GAAP as describedabove. In addition, operating, investing and financing cash flows would, underU.S. GAAP on a discontinued basis, equal the net change in cash as describedabove.

Other differences between Canadian GAAP and U.S. GAAP that affect the Companyare described in Note 14 to the audited consolidated financial statements forthe fiscal year ended December 31, 2002, found in this annual report.
**C.               Research and Development, Patents and Licences, etc.**
The URO-Stent has IP protection in that it has been granted apatent by the Patent Office of Russia and is the subject of a pendingapplication under the international Patent Cooperation Treaty. On approval of acurrent application for use and sale in Russia, the Company will seek tocontract with TransTechnology (Moscow) to coordinate with the Company's PatentAttorneys to manage the IP of the URO-Stent and any other devices that mayemerge from the special properties of the IMET NiTi wire to which the Companyhas rights.
**D.               Trend Information**
As the Company has an application for regulatory approval inRussia for the use and sale of the URO-Stent as the first stage towardscommercialization, information required by this section is not applicable.
**E.               Off-Balance Sheet Arrangements**
As the Company's last fiscal year end is December 31, 2002,there is no requirement for disclosure hereunder.
**F.               Contractual Obligations**
As the Company's last fiscal year end is December 31, 2002,there is no requirement for disclosure hereunder.

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**G.               Safe Harbor**
As the Company's last fiscal year end is December 31, 2002,there is no requirement for disclosure hereunder.
**ITEM 6.     DIRECTORS, SENIORMANAGEMENT AND EMPLOYEES

A.               Directors and Senior Management**
**Name****Age**Position and Offices with the Company****Date of First Appointment**CODERRE, Michel (2)Director
44Chairman and PresidentSeptember 23, 2002HOLMES, Linda 
53Corporate SecretaryJune 27, 2002SEMPLE, Lindsay B.       Director (1)
59Chief Executive OfficerSeptember 23, 2002elliott, James R.       Director (1)
45Chief Technology OfficerSeptember 23, 2002Zerrouk, Dr. A. Faouzi       (2)Director
44Director September 23, 2002WEISS, Boris       Director (1)
39DirectorSeptember 23, 2002
(1)** **Member of the Audit Committee
(2) Mr. Coderre is President, CEO and a      director, and Dr. Zerrouk is Chairman, of Global Medical Sciences Ltd.,      which is the controlling shareholder of the Company.Michel Coderre, a Barrister and Solicitor, has been President and CEO of  Zecotek Holdings Inc., a privately-held Canadian technology company, since  August 2002. Since September 2002, he has been President, CEO and a director  of Global Medical Sciences Ltd. From April 1998 to May 2002, he was Managing  Partner of the Montreal office of Coudert Brothers, an international law firm.  From May 1996 to April 1998 he was Managing Partner of Coderre & Associates,  Barristers and Solicitors.
 
Linda Holmes has been a Canadian-U.S. Securities Compliance Consultant to  public companies since 1997 and has served as Corporate Secretary to  International Green Ice Inc. since July 2000 and as Corporate Secretary to Net  Nanny Software International Inc. from June 2000 to February 2002.
 
Lindsay B. Semple (M.A. Econ.) is in charge of the day-to-day operations  of the Company. Mr. Semple has been engaged in the development and financing  of a number of Vancouver-based companies in the resource industry. Director,  President and Secretary of PNG Hardwoods Inc., 1998 to October 2001; Director  of Minera Rayrock Inc. (TSE) from 1992 to 1998.
 
James R. Elliott holds a B.Sc. (University of British Columbia) and a  B.A.Sc. in Bio-Resource Engineering and Masters of Engineering Science in  Materials Engineering (University of Western Ontario). He has extensive  knowledge in the medical device industry and the intricacies of the regulatory  approval process. He has been Chairman, President and CEO of MDMI Technologies  Inc. and Thermal Ablation Technologies Canada Ltd, both private medical  research and development companies since April 1998. From April 1994 to  February 1998, Mr. Elliott was the Director/Officer of the Canadian operations  of Arterial Vascular Engineering Inc. a medical device company that was  acquired by Medtronic, Inc.
   

Dr. A. Faouzi Zerrouk has been Chairman of Zecotek Holdings Inc. since  August 2002 and of Global Medical Sciences Ltd. since September 2002. Prior to  this, he was President and Chairman of UTAR Scientific Inc., a private  technologies research and development firm, between October 1998 and May 2002;  Director of: UTAR Holdings Inc. since July 1999, UTAR Photonix Inc. and UTAR  International Inc. since December 1999, UTC East Ltd. since January 1999,  Poloitek Inc. 

18

since January 2000 and TASR Ltd. since April 1996. President and Director  of: Accu Vision Inc., Isotpix Inc. and Locdatum Inc. since October 1999,  Progressive Laser Inc. since May 1998, 3652572 Canada Inc. since July 1999.
- Boris Bruno Weiss has been President and Director of Advanced Mapping  Group Ltd. ("AMG"), a resource management, investment and consulting firm  servicing a number of North and South American companies. From April 1998  to May 2002, Mr. Weiss was employed on a contract basis as director of  business development and marketing for UTAR Scientific Inc., a private  technologies research and development firm through AMG Ltd. Mr. Weiss is  currently serving on the Board of Directors or as an Officer for several  private companies, including Virgin Forestal Parks Inc., and Western High Tech  Ltd.

There are no family relationships between any director orexecutive officer and any other director or executive officer.

There is no arrangement or understanding with majorshareholders, suppliers or others, pursuant to which any person referred toabove was selected as a director of member of senior management.
**B.               Compensation**
During the year ended December 31, 2002, the Company did notpay any compensation to its directors and officers.

During the fiscal year ended December 31, 2002, stock optionswere granted to directors and members of its administrative, supervisory ormanagement bodies, as follows:

Summary Option Table

 **Name****Number of     Options Held**Exercise Price of     Options    (US $)
**Expiry Date of     Options**
**     Purchase Price**Coderre, Michel
  25,000 (1)1.00Sep 23, 2007
N/A
Elliott, James
225,000 (2)200,000 (3)200,000 (4)1.00    2.00    3.00Sep 23, 2007    Sep 23, 2007    Sep 23, 2007
N/A    N/A    N/A
Holmes, Linda
  25,000 (5)1.00Sep 23, 2007
N/A
Semple, Lindsay
  25,000 (1)1.00Sep 23, 2007
N/A
Weiss, Boris
  25,000 (1)1.00Sep 23, 2007
N/A
Zerrouk, Dr. A. Fauzi  25,000    (1)1.00Sep 23, 2007
N/A
(1)** **Options vest immediately.
(2)  Of this total, 25,000 options      vested immediately; 50,000 options vested December 23, 2002; 50,000      options vested March 23, 2003; 50,000 options vested on June 23, 2003 and      50,000 vest September 23, 2003.
(3)  Of this total, 50,000 vest      December 23, 2003; 50,000 vest March 23, 2004; 50,000 vest June 23, 2004      and 50,000 vest September 23, 2004.
(4)  Of this total, 50,000 options      vest December 23, 2004; 50,000 vest March 23, 2005; 50,000 vest March 23,      2005; and 50,000 vest June 23, 2005.
(5)  Of this total, 6,250 options      vested immediately; 6,250 options vested December 23, 2002; 6,250 options      vested March 23, 2003 and the balance of the options vested June 23, 2003.
Except for the granting of stock options noted above, theCompany has no bonus or profit sharing plans pursuant to which cash or non-cashcompensation is or may be paid to the Company's directors or executive officersnor does it have any formal plan for compensating its directors for theirservice in their capacity as directors. 

The Company did not set aside or accrue in the last fiscalyear any pension, retirement or similar benefits for directors or officers ofthe Company, and the Company does not have any pension, retirement or similarbenefit plans for its directors or executive officers.

19
**C.               Board Practices***Directors and Officers Term of Office and Length of Service*
The directors of the Company are elected annually and holdoffice until the next annual meeting of the shareholders of the Company or untiltheir successors in office are duly elected or appointed. All directors areelected for a one-year term. All officers serve at the pleasure of the board ofdirectors. 
*Service Contracts with Directors and Officers*
Currently, there are no directors' service contracts with theCompany or any of its subsidiaries providing for benefits upon termination ofemployment.
*Committees of the Board of Directors*
Committees are appointed by the Board of Directors of theCompany and its members hold office until removed by the Board of Directors oruntil the next annual general meeting of the Company, at which time theirappointments expire and they are then eligible for re-appointment. The Companycurrently has an Audit Committee. As there is no compensation paid to thecurrent officers of the Company, nor any present intention to pay suchcompensation, there is no Compensation Committee.

The mandate of the Audit Committee is to:

(i) ensure that at all times there      are direct communication channels between the Audit Committee and the      Company's auditors;
(ii) provide oversight of the      Company's financial management and of the design and implementation of an      effective system of internal financial controls; and
(iii)  review and report to the Board      of Directors on all audited financial statements prepared by the Company.**D.               Employees

As at the year ended December 31, 2002, the Company did nothave any full-time, part-time or temporary employees and has not had any since1999.
**E.               Share Ownership**
The following table sets out the share ownership of thosepersons listed in *Item 6. Directors, Senior Management and Employees, B.Compensation*, above and includes details of all stock options granted as ofAugust 5, 2003. None of the stock options granted have been exercised.
**     Name****Number of Common     Shares     Held**Percentage of    Outstanding    Common     Shares** 

Number of     Options Held**Exercise     Price of Options    (US $)**     Expiry Date of     Options****     Purchase Price**Coderre, Michel554,136 (1)
06.8125,000 (1)
1.00Sept 23, 2007N/A
Elliott, James         0
00.00225,000 (2)200,000 (3)200,000 (4)
1.00    2.00    3.00Sept 23, 2007    Sept 23, 2007    Sept 23, 2007N/A    N/A    N/A
Holmes, Linda8,000
00.1025,000 (5)
1.00Sept 23, 2007N/A
Semple, Lindsay163,332 (2)
02.0125,000 (1)
1.00Sept 23, 2007N/A
Weiss, Boris252,708 (3)
03.1125,000 (1)
1.00Sept 23, 2007N/AZerrouk, Dr. A. Fauzi1,662,407(4)
20.4625,000 (1)
1.00Sept 23, 2007N/A
(1)** **Mr. Coderre has control or      direction over these 554,136 Common shares which are held by Global      Medical Sciences Ltd., the controlling shareholder of the Company, for      which Mr. Coderre serves as President, CEO and a director.(2) Of this amount, Mr. Semple      beneficially owns 134,666, and his spouse owns 28,666, Common Shares.(3) Mr. Weiss has control or      direction over these 252,708 Common Shares which are held by Advanced      Mapping Group.(4) Dr. Zerrouk has control or      direction over these 1,662,407 Common Shares which are held by Global      Medical Sciences Ltd., for which he serves as Chairman.
20

The Board of Directors adopted an equity incentive plan, the2002 Stock Option Plan (the "Plan"), on June 27, 2002 after terminating the 1999Combined Incentive and Nonqualified Stock Option Plan, as allowed therein. Therewere no options outstanding in the 1999 Plan, since cancellation of the 3,333options remaining therein was effected June 27, 2002. Disinterested shareholderapproval and ratification of the Plan was received at the annual and specialmeeting of the Company held September 23, 2002. The Plan provides for thegranting of stock options, including Incentive Stock Options ("ISOs") within themeaning of Section 422 of the Internal Revenue Code of 1986, as amended (the"Code"), and Non-Qualified Stock Options ("NQSOs").

The Plan allows the Board of Directors, or a committeethereof at the Board's discretion, to grant stock options to officers,directors, key employees and consultants of the Company and its affiliates. Anaggregate of 2,000,000 shares of Common Shares has been reserved for issuanceupon exercise of the options granted under the Plan. Pursuant to the Plan, theexercise price shall in no event be less than the fair market value of theCommon Shares at the date of grant.

The Board may suspend, terminate or amend the Plan at anytime, provided, however, that shareholder approval is required if and to theextent the Board determines that such approval is appropriate for purposes ofsatisfying Section 422 of the Code or Rule 16b-3 promulgated under theSecurities Exchange Act of 1934, as amended.
**ITEM 7.    MAJOR SHAREHOLDERS AND RELATEDPARTY TRANSACTIONS

A.               Major Shareholders**
The following table sets out the shareholders beneficiallyowning, directly or indirectly, or exercising control or direction over, morethan 5% of the voting rights attached to the Common Shares of the Company as atAugust 5, 2003:
**Name**No. of Common Shares     Owned or Controlled**Percentage of    Outstanding Shares
Global Medical Sciences Ltd. (1)4,030,07949.58
Ilona M. Gogniat2,008,34524.71
Directors and Senior Officers, as a group424,04005.22
(1)** **Company Directors, Michel Coderre, President,      CEO and a Director of Global Medical Sciences Ltd., and Dr. Faouzi      Zerrouk, Chairman of Global Medical Sciences Ltd., beneficially own,      respectively, 554,136 and 1,662,407 Common Shares of the Company through      Global Medical Sciences Ltd. 
There is only one class of stock, Common Shares, carrying onevote each.

As at August 5, 2003, there were 21 holders of record inCanada owning a total of 1,581,908 Common Shares, and 4 holders of record in theUnited States owing a total of 66,832 Common Shares, of the total issued andoutstanding Common Shares of the Company.

Other than as shown in the table above, to the best of itsknowledge, the Company is not directly or indirectly owned or controlled by anyother corporation or by any foreign government nor by any other natural or legalperson severally or jointly.

There are no voting agreements or similar arrangements,formal or informal, written or oral, the operation of which may at a subsequentdate result in a change of control of the Company, known by management to exist.

21
**B.               Related Party Transactions**
There were no material transactions during the last fiscalyear ended December 31, 2002, and to the date of this document, nor are thereany proposed material transactions between the Company and:
(a)** **enterprises that      directly or indirectly through one or more intermediaries, control or are      controlled by, or are under common control with, the Company, other than      between the Company and Global Medical Sciences Ltd. ("GMS"), which owns      4,030,079 restricted Common Shares in the capital stock of the Company,      having a deemed value of $6,396,951 (representing 49.38% of the issued and      outstanding Common Shares of the Company) in exchange for the acquisition      by the Company of the Technology Licence Agreement to commercialize and      further develop the technology known as the URO-Stent. For financial      accounting purposes these shares have been recorded at a value of      $3,326,346 (U.S. $2,096,000) based on an average share price of the      Company for two days before and after the acquisition of the Licence. In      addition, a total of $23,342 was paid to or on behalf of GMS to continue      research and development on the URO-Stent, as provided for under the terms      of the Licence. (b) associates;(c) individuals      owning, directly or indirectly, an interest in the voting power of the      Company that gives them significant influence over the Company, and close      members of any such individual's family, other than Ms. I.M. Gogniat who      received 300,000 Common Shares in the capital stock of the Company with a      value of $46,816 for services performed related to transferring the      technology associated with the URO-Stent from Russia to Canada and in      further development of the technology towards commercialization. She also      advanced the Company $79,991 to allow the Company to repay its bank loan      and subsequently waived this amount.(d) key management      personnel, that is, those persons having authority and responsibility for      planning, directing and controlling the activities of the Company,      including directors and senior management of companies and close members      of such individual's families, other than as described under (a) above and      between the Company and:  
(i) Lindsay Semple, CEO and a      director of the Company, who has, from time to time advanced capital in      the amount of $68,695 to or on behalf of the Company on an interest free      non-recourse shareholder loan basis which amount will be either repaid      from future financings or converted to common shares at a price determined      by the directors with no financial interest, but in any event, at a price      related to the market trading price on the OTCBB. He also received 100,000      Common Shares in the capital stock of the Company valued at $15,606 for      services performed related to transferring the technology associated with      the URO-Stent from Russia to Canada and in further development of the      technology towards commercialization;  
(ii) Linda Holmes, Corporate      Secretary of the Company, who received $7,500 in consulting fees for      office services performed.(e) enterprises in      which a substantial interest in the voting power is owned, directly or      indirectly, by any person described in (c) or (d) or over which such      person is able to exercise significant influence including enterprises      owned by directors or major shareholders of the Company and enterprises      that have a member of key management in common with the Company.
 No loans or guarantees of any kind have been made by theCompany to or for the benefit of any of the persons listed above.

During the fiscal year ended December 31, 2002, the Companysettled $294,685 of the $430,685 indebtedness (non-interest bearing and had nofixed terms of repayment) to the former President and CEO of the Company,Antonios Kripotos, with the issue of 2,237,407 Common Shares at U.S.$0.08 pershare. The remaining balance of $136,000 and a further $21,097 advanced duringthe year ended December 31, 2002 was waived by Mr. Kripotos. 

22
**C.               Interests of Experts and Counsel**
Not Applicable. 
**ITEM 8.     FINANCIAL INFORMATION

A.               Consolidated Statements and Other Financial Information**
The Company's consolidated audited financial statements forthe fiscal year ended December 31, 2002, are filed as an exhibit herein.
**B.               Significant Changes**
Effective September 25, 2002, the Company entered into anexclusive worldwide Technology Licence Agreement with Global Medical SciencesLtd. to commercialize and further develop the technology known as the URO-Stent.The Licence was granted in consideration of the issuance of 4,030,079 restrictedCommon Shares of the Company with a value of $6,396,951. At the Annual andSpecial General Meeting of Shareholders held September 23, 2002 (the "Meeting"),shareholders approved the proposed Licence transaction, the new business andresultant change in control of the Company, and a special resolution to changethe Company's name to Global Precision Medical Inc. to reflect the new businessdirection of the Company. The principal business of the Company consequentlyceased to be mineral exploration.

On February 5, 2003, the Company was continued from BritishColumbia, under provisions of the *Company Act* (British Columbia), intothe State of Wyoming, pursuant to W.S. 17-16-1503of the 1989 *Wyoming Business Corporation Act.*
Other than as disclosed in the preceding paragraph, therehave been no significant changes since the date of the consolidated auditedfinancial statements for the fiscal year ended December 31, 2002, whichstatements are located at Item 19 herein. 
**ITEM 9.     THE OFFER AND LISTING

A.               Offer and Listing Details**
Not Applicable 
**B.              Plan of Distribution

Not Applicable.
**C.               Markets**
The Common Shares of the Company were listed for trading onthe NASD OTC Bulletin Board on June 7, 2000 under the symbol "SANRF." Uponcompletion of the share consolidation in October 2001 (6 old for 1 new share)the Company's symbol was changed to "SATRF." Subsequently, and following achange of business direction into the medical device industry and name change toGlobal Precision Medical Inc. effective September 23, 2002, the Company's symbolwas changed to "GBPMF". The Company's Common Shares are not listed on any otherexchange. The following table sets forth the high and low prices for theCompany's Common Shares on the OTC Bulletin Board, reported on a fiscal quarterbasis for the two most recent fiscal years ending December 31, 2002 and for thefirst quarter of 2003, on a monthly basis for the most recent six months, and onan annual basis since the initial trade date in 2000:

23
**Period **High (U.S.$)**Low (U.S.$)**Quarter Ended  
March 31, 20012.701.50
June 30, 2001
no trades
no trades
September 30, 2001
no trades
no trades   **Quarter Ended  
December 31, 20010.110.05
March 31, 20020.100.05
June 30, 2002
no trades
no trades
September 30, 20021.050.10
December 31, 20021.100.50
March 31, 20031.050.47
June 30, 20031.000.15**Period **High (U.S.$)**Low (U.S.$)**Monthly (for previous 6 mos.)  
July 20030.400.20
June 20030.510.15
May 20030.550.19
April 20031.000.75
March 20031.050.52
February 2003
no trades
no trades   **Annual  
June 7 - December 31, 20006.002.63
20012.700.05
20021.100.05
January 1 - July 31, 20031.050.16**D.                Selling Shareholders

Not Applicable
**E.                Dilution

Not Applicable.
**F.                Expenses of the Issue

Not Applicable
**ITEM 10.    ADDITIONAL INFORMATION****A.                Share Capital

Not required**B.                Memorandum and Articles**
The Company was incorporated under the *Company Act*(British Columbia) on August 24, 1990 under Incorporation Number 392518 and, inaccordance with the laws of the state of Wyoming, renounced its original countryof incorporation by way of continuation into Wyoming, effective February 5,2003, and is now incorporated under the Wyoming Business Corporations Act (the"Act").

24

The Company previously filed its Memorandum and Articles onAmendment No. 2 of its Registration Statement on Form 20-F and, as the sameMemorandum and Articles were filed as part of the Company's continuation intoWyoming, as required by the Secretary of State, Wyoming, and as the informationhas not changed, they are incorporated herein by reference.

**C.               Material Contracts**
During the past two years, other than contracts entered intoin the ordinary course of its business, the Company entered into one materialcontract as follows:

At an Annual and Special General Meeting of Shareholders heldSeptember 23, 2002, shareholders approved a worldwide Technology LicenceAgreement entered into by the Company with Global Medical Sciences Ltd. ("GMS")to commercialize and further develop the technology known as the URO-Stent (the"Licence"), a change in control of the Company; and a special resolution tochange the Company's name to Global Precision Medical Inc. in order to reflectthe new business direction of the Company. The Licence was granted inconsideration of the issuance of 4,030,079 restricted Common Shares in thecapital stock of the Company. Under the Licence, the Company undertakes tocontinue actively the further development of the URO-Stent by committing toresearch and development work by certain scientists by means of ongoingrevolving research and development agreements between the Company and certainscientists. Consideration for such research and development is to be paid inaccordance with agreed upon arm's length terms. The Company is to providemanagement support services on an active and regular basis to GMS. TheTechnology Licence Agreement is attached hereto as Exhibit 4.19 hereto.
**D.               Exchange Controls**
On February 5, 2003 the Company relocated its jurisdiction ofincorporation from the PROVINCE OF BRITISH COLUMBIA into the STATE OF WYOMING byway of a continuation as provided under the British Columbia Company Act and theWyoming Business Corporations Act.

There are currently no restrictions on the export or importof capital out of or into Canada, nor are there foreign exchange controls orother laws, decrees or regulations of Canada or the province of British Columbiarestricting remittance of dividends or other payments to non-resident holders ofthe Company's Common Shares, other than any applicable withholding taxes.However, no assurance can be given that legislation enacted in the future willnot have an adverse impact on non-Canadian shareholders.

Except as provided in the *Investment Canada Act* (the"Investment Act"), there are no limitations under the laws of Canada, theprovince of British Columbia or in the charter or any other constituentdocuments of the Company on the right of foreigners to hold or vote theCompany's Common Shares.

The Investment Act generally prohibits implementation of areviewable investment of an individual, government (or agency thereof),corporation, partnership, trust or joint venture that is not a "Canadian" asdefined in the Investment Act (a "non-Canadian"), unless after review theminister responsible for the Investment Act is satisfied that the investment islikely to be of net benefit to Canada.****An investment in the Company'sCommon Shares by a non-Canadian (other than an "American" as defined in theInvestment Act) would be reviewable under the Investment Act if it was aninvestment to acquire control of the Company and the value of the assets of theCompany was $5 million or more.****A non-Canadian (other than an American)would be deemed to acquire control of the Company for the purposes of theInvestment Act if he acquired a majority of the Common Shares outstanding (orless than a majority but controlled the Company in fact through the ownership ofone-third or more of the Common Shares outstanding) unless it could beestablished that, on the acquisition, the Company was not controlled in fact bythe acquirer through the ownership of such shares.****Certain transactionsin relation to the Company's Common Shares would be exempt from review under theInvestment Act, including, among others, the following:
(a) acquisition of shares by a      person in the ordinary course of that person's business as a trader or      dealer in securities;(b) acquisition of control of the      Company in connection with the realization of security granted for a loan      or other financial assistance and not for any purpose related to the      provision of the Investment Act; and
25
(c) acquisition of control of the      Company by reason of any amalgamation, merger, consolidation or corporate      reorganization following which the ultimate direct or indirect control of      the Company, through the ownership of voting interests, remains unchanged.
The Investment Act was amended with the Canada-United StatesFree Trade Agreement to provide for special review thresholds for Americans(including "American-controlled entities" as defined in the Investment Act).****Under the Investment Act, as amended, an investment in the Company's CommonShares by an American would be reviewable only if it was an investment toacquire control of the Company and the value of the assets of the Company wasequal to or greater than a specified amount (the "Review Threshold"), whichincreases in stages.****The Review Threshold is currently (Cdn.) $150million, and remains at (Cdn.) $150 million in constant 1992 dollars (calculatedas prescribed in the Investment Act) after 1992.

The provisions of the Investment Act and Free Trade Agreementmay have an anti-takeover effect as they may operate to prevent U.S. or othernon-Canadian persons from directly or indirectly acquiring control of theCompany.
**E.                Taxation

Canadian Federal Tax Consequences**
The summary below applies up until February 5, 2003 to aholder (a "Holder") of one or more common shares who for the purposes of theIncome Tax Act (Canada) (the "Act") is a non-resident of Canada, holds hiscommon shares as capital property and deals at arm's length with the Company.
*Dividends*
A Holder will be subject to Canadian withholding tax ("PartXIII Tax") equal to 25%, or such lower rate as may be available under anapplicable tax treaty, of the gross amount of any dividend paid or deemed to bepaid on his common shares. Under the Canada-U.S. Income Tax Convention (1980)(the "Treaty"), the rate of Part XIII Tax applicable to a dividend on commonshares paid to a Holder who is a resident of the United States is generally 15%of the gross amount of the dividend. The rate of Part XIII Tax is reduced to 5%if the Holder is a corporation that owns at least 10% of the voting stock of theCompany. The Company will be required to withhold the applicable amount of PartXIII Tax from each dividend so paid and remit the withheld amount directly tothe Receiver General for Canada for the account of the Holder.
*Disposition of Common Shares*
A Holder who disposes of a common share, including by deemeddisposition on death, will not be subject to Canadian tax on any capital gain(or capital loss) thereby realized unless the common share constituted "taxableCanadian property" as defined by the Act. Generally, a common share will notconstitute taxable Canadian property of a Holder unless he held the commonshares as capital property used by him carrying on a business (other than aninsurance business) in Canada, or he or persons with whom he did not deal atarm's-length alone or together held or held options to acquire, at any timewithin the five years preceding the disposition, 25% or more of the shares ofany class of the capital stock of the Company.

A Holder who is a resident of the United States and realizesa capital gain on disposition of a common share that was taxable Canadianproperty will nevertheless, by virtue of the Treaty, generally be exempt fromCanadian tax thereon unless (a) more than 50% of the value of the common shareis derived from, or forms an interest in, Canadian real estate, includingCanadian mineral resource properties, (b) the common share formed part of thebusiness property of a permanent establishment that the Holder has or had inCanada within the 12 months preceding disposition, or (c) the Holder (i) was aresident of Canada at any time within the ten years immediately, and for a totalof 120 months during the 20 years, preceding the disposition, and (ii) owned thecommon share when he ceased to be resident in Canada.

26

A Holder who is subject to Canadian tax in respect of acapital gain realized on disposition of a common share must include one half ofthe capital gain (taxable capital gain) in computing his taxable income earnedin Canada. This Holder may, subject to certain limitations, deduct one half ofany capital loss (allowable capital loss) arising on disposition of taxableCanadian property from taxable capital gains realized in the year of dispositionin respect to taxable Canadian property and, to the extent not so deductible,from such taxable capital gains of any of the three preceding years or anysubsequent year.

Material United States Federal Income Tax Consequences

The following is a discussion of material United Statesfederal income tax consequences, under the law, generally applicable to a U.S.Holder (as defined below) of Common Shares of the Company. This discussion doesnot address all potentially relevant Federal income tax matters and it does notaddress consequences peculiar to persons subject to special provisions ofFederal income tax law, such as those described below as excluded from thedefinition of a U.S. Holder. In addition, this discussion does not cover anystate, local or foreign tax consequences.

The following discussion is based upon the sections of theInternal Revenue Code of 1986, as amended ("the Code"), Treasury Regulations,published Internal Revenue Service ("IRS") rulings, published administrativepositions of the IRS and court decisions that are currently applicable, any orall of which could be materially and adversely changed, possibly on aretroactive basis, at any time. In addition, the discussion does not considerthe potential effects, both adverse and beneficial, of recently proposedlegislation which, if enacted, could be applied, possibly on a retroactivebasis, at any time. Accordingly, holders and prospective holders of CommonShares of the Company are urged to consult their own tax advisors about thefederal, state, local, and foreign tax consequences of purchasing, owning anddisposing of Common Shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" includes a holder of CommonShares of the Company who is a citizen or resident of the United States, acorporation created or organized in or under the laws of the United States or ofany political subdivision thereof and any other person or entity whose ownershipof Common Shares of the Company is effectively connected with the conduct of atrade or business in the United States. A U.S. Holder does not include personssubject to special provisions of Federal income tax law, such as tax-exemptorganizations, qualified retirement plans, financial institutions, insurancecompanies, real estate investment trusts, regulated investment companies,broker-dealers, non-resident alien individuals or foreign corporations whoseownership of Common Shares of the Company is not effectively connected with theconduct of a trade or business in the United States and shareholders whoacquired their stock through the exercise of employee stock options or otherwiseas compensation. This discussion is limited to U.S. Holders who hold CommonShares of the Company as capital assets.

Distributions on Common Shares of the Company 

U.S. Holders receiving dividend distributions (includingconstructive dividends) with respect to Common Shares of the Company arerequired to include in gross income for United States Federal income taxpurposes the gross amount of such distributions to the extent that the Companyhas current or accumulated earnings and profits, without reduction for anyCanadian income tax withheld from such distributions. Such Canadian tax withheldmay be credited, subject to certain limitations, against the U.S. Holder'sUnited States Federal Income tax liability or, alternatively, may be deducted incomputing the U.S. Holder's United States Federal taxable income by those whoitemize deductions. (See more detailed discussion at "Foreign Tax Credit"below). To the extent that distributions exceed current or accumulated earningsand profits of the Company, they will be treated first as a return of capital upto the U.S. Holder's adjusted basis in the Common Shares and thereafter as gainfrom the sale or exchange of the Common Shares. Preferential tax rates forlong-term capital gains are applicable to a U.S. Holder which is an individual,estate or trust. There are currently no preferential tax rates for long-termcapital gains for a U.S. Holder which is a corporation.

27

Dividends paid on the Common Shares of the Company will notgenerally be eligible for the dividends received deduction provided tocorporations receiving dividends from certain United States corporations. A U.S.Holder which is a corporation may, under certain circumstances, be entitled to a70% or 80% deduction of the United States source portion of dividends receivedfrom the Company (unless the Company qualifies as a "foreign personal holdingcompany" or a "passive foreign investment company", as defined below) if suchU.S. Holder owns shares representing at least 10% or 20%, respectively, of thevoting power and value of the Company. The availability of this deduction issubject to several complex limitations which are beyond the scope of thisdiscussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)Canadian income tax with respect to the ownership of Common Shares of theCompany may be entitled, at the option of the U.S. Holder, to either a deductionor a tax credit for such foreign tax paid or withheld. Generally, it will bemore advantageous to claim a credit because a credit reduces United StatesFederal income taxes on a dollar-for-dollar basis, while a deduction merelyreduces the taxpayer's income subject to tax. This election is made on ayear-by-year basis and applies to all foreign income taxes (or taxes in lieu ofincome tax) paid by (or withheld from) the U.S. Holder during the year. Thereare significant and complex limitations to the credit, among which is thegeneral limitation that the credit cannot exceed the proportionate share of theU.S. Holder's United States income tax liability that the U.S. Holder's foreignsource income bears to his/her or its worldwide taxable income. In thedetermination of the application of this limitation, the various items of incomeand deduction must be classified into foreign and domestic sources. Complexrules govern this classification process. There are further limitations on theforeign tax credit for certain types of income such as "passive income", "highwithholding tax interest", "financial services income", "shipping income", andcertain other classifications of income. The availability of the foreign taxcredit and the application of the limitations on the credit are fact specificand holders and prospective holders of Common Shares of the Company areencouraged to consult their own tax advisors regarding their individualcircumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale ofCommon Shares of the Company equal to the difference, if any, between (i) theamount of cash plus the fair market value of any property received, and (ii) theshareholder's tax basis in the Common Shares of the Company. This gain or losswill be capital gain or loss if the Common Shares are capital assets in thehands of the U.S. Holder, which will be a short-term or long-term capital gainor loss depending upon the holding period of the U.S. Holder. Gains and lossesare netted and combined according to special rules in arriving at the overallcapital gain or loss for a particular tax year. Deductions for net capitallosses are subject to significant limitations. For U.S. Holders that areindividuals, any unused portion of such net capital loss may be carried over tobe used in later tax years until such net capital loss is thereby exhausted. ForU.S. Holders which are corporations (other than corporations subject toSubchapter S of the Code), any unused net capital loss may be carried back threeyears from the loss year and carried forward five years from the loss year to beoffset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following four circumstances, the above sections ofthe discussion may not describe the United States Federal income taxconsequences resulting from the holding and disposition of Common Shares of theCompany:
(i) Foreign Personal Holding    CompanyIf at any time during a taxable year more than 50%    of the total combined voting power or the total value of the Company's    outstanding shares is owned, actually or constructively, by five or fewer    individuals who are citizens or residents of the United States and 50% or    more of the Company's gross income for such year was derived from certain    passive sources (e.g. from dividends received from its subsidiaries), the    Company would be treated as a "foreign personal holding company". In 
28
  that event, U.S. Holders that      hold Common Shares of the Company would be required to include in gross      income for such year their allocated portions of such passive income to      the extent the Company does not actually distribute such income. (ii)  Foreign Investment CompanyIf 50% or more of the combined voting power or      total value of the Company's outstanding shares are held, actually or      constructively, by citizens or residents of the United States, United      States domestic partnerships or corporations, or estates or trusts other      than foreign estates or trusts (as defined by the Code Section      7701(a)(31)), and the Company is found to be engaged primarily in the      business of investing, reinvesting, or trading in securities, commodities      or any interest therein, it is possible that the Company might be treated      as a "foreign investment company" as defined in Section 1246 of the Code,      causing all or part of any gain realized by a U.S. Holder selling or      exchanging Common Shares of the Company to be treated as ordinary income      rather than capital gain. (iii)  Passive Foreign Investment      Company 
As a foreign corporation with      U.S. Holders, the Company could potentially be treated as a passive      foreign investment company ("PFIC"), as defined in Section 1296 of the      Code, if 75% or more of its gross income in a taxable year is passive      income, or the average percentage of the Company's assets (by value)      during the taxable year which produce passive income or which are held for      production of same is at least 50%. Passive income is generally defined to      include gross income in the nature of dividends, interest, royalties,      rents and annuities; excess of gains over losses from certain transactions      in any commodities not arising *inter alia*from a PFIC, whose      business is actively involved in such commodities; certain foreign      currency gains; and other similar types of income. The Company technically      fit within the PFIC definition. On February 5, 2003, the Company ceased to      be a Canadian company became registered in the jurisdiction of Wyoming      under the Wyoming Business Corporations Act and on this the Company      believes that as of this date, its PFIC status has changed.

U.S. Holders owning shares of a PFIC are subject to an      additional tax and to an interest charge based on the value of deferral of      tax for the period during which the shares of the PFIC are owned, in      addition to treatment of any gain realized on the disposition of shares of      the PFIC as ordinary income rather than as a capital gain. However, if the      U.S. Holder makes a timely election to treat a PFIC as a qualified      electing fund ("QEF") with respect to such shareholder's interest therein,      the above-described rules generally will not apply. Instead, the electing      U.S. Holder would include annually in his gross income his pro rata share      of the PFIC's ordinary earnings and any net capital gain regardless of      whether such income or gain was actually distributed. A U.S. Holder of a      QEF can, however, elect to defer the payment of United States Federal      income tax on such income inclusions. Special rules apply to U.S. Holders      who own their interests in a PFIC through intermediate entities or      persons.

Effective for tax years of U.S. Holders beginning after      December 31, 1997, U.S. Holders who hold, actually or constructively,      marketable stock of a foreign corporation that qualifies as a PFIC may      elect to mark such stock to the market (a "mark-to-market election"). If      such an election is made, such U.S. Holder will not be subject to the      special taxation rules of PFIC described above for the taxable years for      which the mark-to-market election is made. A U.S. Holder who makes such an      election will include in income for the taxable year an amount equal to      the excess, if any, of the fair market value of the shares of the Company      as of the close of such tax year over such U.S. Holder's adjusted basis in      such shares. In addition, the U.S. Holder is allowed a deduction for the      lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis      in the shares over the fair market value of such shares as of the close of      the tax year, or (ii) the excess, if any of (A) the mark-to-
29
  market gains for the shares in      the Company included by such U.S. Holder for prior tax years, including      any amount which would have been included for any prior year but for      Section 1291 interest on tax deferral rules discussed above with respect      to a U.S. Holder, who has not made a timely QEF election during the year      in which he holds (or is deemed to have held) shares in the Company and      the Company is a PFIC ("Non-Electing U.S. Holder"), over (B) the      mark-to-market losses for shares that were allowed as deductions for prior      tax years. A U.S. Holder's adjusted tax basis in the shares of the Company      will be increased or decreased to reflect the amount included or deducted      as a result of mark-to-market election. A mark-to-market election will      apply to the tax year for which the election is made and to all later tax      years, unless, the PFIC stock ceases to be marketable or the IRS consents      to the revocation of the election.
      The IRS has issued proposed regulations that, subject to certain      exceptions, would treat as taxable certain transfers of PFIC stock by a      Non-Electing U.S. Holder that are generally not otherwise taxed, such as      gifts, exchanges pursuant to corporate reorganizations, and transfers at      death. Generally, in such cases, the basis of the Company's shares in the      hands of the transferee and the basis of any property received in the      exchange for those shares would be increased by the amount of gain      recognized. A U.S. Holder who has made a timely QEF election (as discussed      above) will not be taxed on certain transfers of PFIC stock, such as      gifts, exchanges pursuant to corporate reorganizations, and transfers at      death. The transferee's basis in this case will depend on the manner of      the transfer. The specific tax effect to the U.S. Holder and the      transferee may vary based on the manner in which the shares of the Company      are transferred. Each U.S. Holder should consult a tax advisor with      respect to how the PFIC rules affect their tax situation.

If the Company is a PFIC for any taxable year during      which a non-electing U.S. Holder holds common shares, then the Company      will continue to be treated as a PFIC with respect to such common shares,      even if it is no longer by definition a PFIC. A non-electing U.S. Holder      may terminate this deemed PFIC status by electing to recognize gain (which      will be tax under the rules discussed above for non-electing U.S. Holders)      as if such common shares had been sold on the last day of the last taxable      year for which it was a PFIC.

The PFIC and QEF election rules are complex. U.S.      Holders should consult a tax advisor regarding the availability and      procedure for making the QEF election as well as the applicable method for      recognizing gains or earnings and profits under the foregoing rules. (iv) Controlled Foreign      CorporationIf more than 50% of the voting power of all      classes of stock or the total value of the stock of the Company is owned,      directly or indirectly, by citizens or residents of the United States,      United States domestic partnerships and corporations or estates or trusts      other than foreign estates or trusts, each of whom own 10% or more of the      total combined voting power of all classes of stock of the Company or the      total value of the stock of ("United States shareholder"), the Company      could be treated as a controlled foreign corporation under Subpart F of      the Code. This classification would effect many complex results including      the required inclusion by such United States shareholders in income of      their pro rata share of: (a) "Subpart F Income" (as specially defined by      the Code) of the Company; (b) the Company's earnings invested in U.S.      property; and (3) earnings invested in "excess passive assets" (as      specifically defined by the Code). In addition, under Section 1248 of the      Code, a gain from the sale or exchange of Common Shares of the Company by      a U.S. person who is or was a United States shareholder (as defined in the      Code) at any time during the five years period ending with the sale or      exchange is treated as ordinary dividend income to the extent of earnings      and profits of the Company attributable to the stock sold or exchanged.      Because of the complexity of Subpart F, and because it is not clear that      the Company is a controlled foreign corporation, a more detailed review of      these rules is outside of the scope of this discussion.**
30
  If the Company is both a PFIC      and controlled foreign corporation, the company will generally not be      treated as a PFIC with respect to United States shareholders of the      controlled foreign corporation. This rule generally will be effective for      taxable years of the Company ending with or within such taxable years of      United States shareholders.
      CERTAIN U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

From February 5, 2003, the date at which the Company      ceased to be a Canadian company and became registered in the jurisdiction      of Wyoming under the Wyoming Business Corporations Act.

The following summary describes the material U.S.      federal income and estate tax consequences of the ownership of common      stock by a Non-U.S. Holder (as defined below) as of the date hereof. This      discussion does not address all aspects of U.S. federal income and estate      taxes and does not deal with foreign, state and local consequences that      may be relevant to such Non-U.S. Holders in light of their personal      circumstances. Special rules may apply to certain Non-U.S. Holders, such      as certain United States expatriates, "controlled foreign corporations",      "passive foreign investment companies", "foreign personal holding      companies" and corporations that accumulate earnings to avoid U.S. federal      income tax, that are subject to special treatment under the Internal      Revenue Code of 1986, as amended (the "Code"). Such entities should      consult their own tax advisors to determine the U.S. federal, state, local      and other tax consequences that may be relevant to them. Furthermore, the      discussion below is based upon the provisions of the Code, and      regulations, rulings and judicial decisions thereunder as of the date      hereof, and such authorities may be repealed, revoked or modified so as to      result in U.S. federal income tax consequences different from those      discussed below.

If a partnership holds common stock, the tax treatment      of a partner will generally depend on the status of the partner and the      activities of the partnership. Persons who are partners of partnerships      holding common stock should consult their tax advisors.

As used herein, a "U.S. Holder" of common stock means a      holder that for U.S. federal income tax purposes is (i) a citizen or      resident of the United States, (ii) a corporation or partnership created      or organized in or under the laws of the United States or any political      subdivision thereof, (iii) an estate the income of which is subject to      U.S. federal income taxation regardless of its source or (iv) a trust if      it (1) is subject to the primary supervision of a court within the United      States and one or more United States persons have the authority to control      all substantial decisions of the trust or (2) has a valid election in      effect under applicable U.S. Treasury regulations to be treated as a      United States person. A "Non-U.S. Holder" is a holder that is not a U.S.      Holder.

Persons considering the purchase, ownership or      disposition of common stock should consult their own tax advisors      concerning the U.S. federal income tax consequences in light of their      particular situations as well as any consequences arising under the laws      of any other taxing jurisdiction.

Dividends

Dividends paid to a Non-U.S. Holder of common stock      generally will be subject to withholding of U.S. federal income tax at a      30% rate or such lower rate as may be specified by an applicable income      tax treaty. However, dividends that are effectively connected with the      conduct of a trade or business by the Non-U.S. Holder within the United      States, and, where a tax treaty applies, are attributable to a U.S.      permanent establishment of the Non-U.S. Holder, are not subject to the      withholding tax, but instead are subject to U.S. federal income tax on a      net income basis at applicable graduated individual or corporate rates.      Certain certification and disclosure requirements must be satisfied in      order for effectively connected income to be exempt from withholding. Any      such effectively connected dividends received by a foreign corporation may      be subject to an additional "branch profits tax" at a 30% rate or such      lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of common stock who wishes to claim      the benefit of an applicable treaty rate (and avoid backup withholding as      discussed below) for dividends paid will be required (a) to complete

Internal Revenue Service ("IRS") Form W-8BEN (or other      applicable form) and certify under penalties of perjury that such holder      is not a United States person or (b) if the common stock is held through      certain foreign intermediaries, to satisfy the relevant certification      requirements of applicable U.S. Treasury regulations. Special      certification and other requirements apply to certain Non-U.S. Holders      that are entities rather than individuals.

A Non-U.S. Holder of common stock eligible for a      reduced rate of U.S. withholding tax pursuant to an income tax treaty may      obtain a refund of any excess amounts withheld by filing an appropriate      claim for refund with the IRS.

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S.      federal income tax with respect to gain recognized on a sale or other      disposition of common stock unless (i) the gain is effectively connected      with a trade or business of the Non-U.S. Holder in the United States, and,      where a tax treaty applies, is attributable to a U.S. permanent      establishment of the Non-U.S. Holder, (ii) in the case of a Non-U.S.      Holder who is an individual and holds the common stock as a capital asset,      such holder is present in the United States for 183 or more days in the      taxable year of the sale or other disposition and certain other conditions      are met, or (iii) we are or have been a "U.S. real property holding      corporation" for U.S. federal income tax purposes.

A Non-U.S. Holder described in clause (i) above will be      subject to tax on the net gain derived from the sale under regular      graduated U.S. federal income tax rates, and, if it is a corporation, may      be subject to the branch profits tax at a rate equal to 30% of its      effectively connected earnings and profits or at such lower rate as may be      specified by an applicable income tax treaty. An individual Non-U.S.      Holder described in clause (ii) above will be subject to a flat 30% tax on      the gain derived from the sale, only if it is connected with the conduct      of a trade business within the United States, which tax may be offset by      U.S. source capital losses (even though the individual is not considered a      resident of the United States).

We believe we are not and do not anticipate becoming a      "U.S. real property holding corporation" for United States federal income      tax purposes. If the Company is or becomes a U.S. real property holding      corporation, so long as the common stock continues to be regularly traded      on an established securities market, only a Non-U.S. Holder who holds or      held (at any time during the shorter of the five year period preceding the      date of disposition or the holder's holding period) more than five percent      of the common stock will be subject to U.S. federal income tax on the      disposition of the common stock.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each Non-U.S.      Holder the amount of dividends paid to such holder and the tax withheld      with respect to such dividends, regardless of whether withholding was      required. Copies of the information returns reporting such dividends and      withholding may also be made available to the tax authorities in the      country in which the Non-U.S. Holder resides under the provisions of an      applicable income tax treaty.

A Non-U.S. Holder will be subject to backup withholding      unless applicable certification requirements are met.

Payment of the proceeds of a sale of common stock      within the United States or conducted through certain U.S.-related      financial intermediaries is subject to information reporting unless the      beneficial owner certifies under penalties of perjury that it is a      Non-U.S. Holder (and the payor does not have actual knowledge or reason to      know that the beneficial owner is a United States person) or the holder      otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules      may be allowed as a refund or a credit against such holder's U.S. federal      income tax liability provided the required information is furnished to the      IRS.****F.                Dividends and Paying Agents**
Not Applicable.
**G.                Statement by Experts**
Not Applicable.
**H.                Documents on Display**
All documents referred to herein may be inspected at theoffices of the Company's Registered Agent, William Vines, c/o Jones, Jones,Vines & Hunkins, 718 9th Street, P.O Drawer 189, Wheatland, Wyoming82201.
**I.                Subsidiary Information

Total ownership of Global Precision Medical (USA) Inc.,(formerly San Antonios Resources (USA) Inc.), formerly a wholly-owned Montanasubsidiary of the Company, was transferred to Antonios Kripotos on February 5,2003. Also see Item 4C herein. 
**ITEM 11.     QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK****A.                Qualitative Information about Market Risk***Currency Exchange Rate Sensitivity*
The results of the Company's operations are subject tocurrency transnational risk and currency transaction risk. Regarding currencytransnational risk, the operating results and financial position of the Companyare reported in Canadian dollars in the Company's consolidated financialstatements. The fluctuation of the U.S. dollar in relation to the Canadiandollar will, therefore, have an impact upon the profitability of the Company andmay also affect the value of the Company's assets and the amount ofshareholders' equity.

In regards to transaction risk, the Company's functionalcurrency is the Canadian dollar and its activities are predominantly executedusing the Canadian dollar. The Company incurs approximately 50% of its expensesin U.S. dollars. The Company's Common Shares are listed for trading on theNASD's OTC Bulletin Board and are bought and sold in U.S. dollars. The Companyhas not entered into any agreements or purchased any instruments to hedge anypossible currency risks at this time.
*Interest Rate Sensitivity*
The Company currently has no significant short-term orlong-term debt requiring interest payments. As a result, the Company has notentered into any agreement or purchased any instrument to hedge against 

33

possible interest rate risks at this time. The Company has nointerest earning investments. Thus, any reductions in future income or carryingvalues due to future interest rate declines are believed to be immaterial. 
**ITEM 12.     DESCRIPTION OFSECURITIES OTHER THAN EQUITY SECURITIES**
This Form 20-F is being filed as an annual report under the*Exchange Act* and, as such, there is no requirement to provide anyinformation under this item.
**PART II ****ITEM 13.     DEFAULTS, DIVIDENDARREARAGES AND DELINQUENCIES**
There has not been a material default in the payment ofprincipal, interest, a sinking or purchase fund installment, or any othermaterial default not cured within thirty days, relating to indebtedness of theCompany. There are no payments of dividends by the Company in arrears, nor hasthere been any other material delinquency relating to any class of preferenceshares of the Company (of which there is none) and the Company has not defaultedon any payment with respect to the indebtedness of the Company.
**ITEM 14.     MATERIAL MODIFICATIONS TOTHE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS**
There have been no changes made to the rights of the holders of the Company'ssecurities.**ITEM 15.     CONTROLS AND PROCEDURES

(a) Within 90 days prior to the date  of this report, the Company performed an evaluation of the effectiveness of  the design and operation of our disclosure controls and procedures. Disclosure  controls and procedures are designed to ensure that the material financial and  non-financial information required to be disclosed on Form 20-F and filed with  the Securities and Exchange Commission is recorded, processed, summarized and  reported in a timely manner. Based on that review and evaluation dated July  28, 2003, the CEO and President have concluded that Company's current  disclosure controls and procedures, as designed and implemented, were in need  of improvement if the Company is to increase its activity levels and remain a  fully reporting entity. 
(b) There are plans to make changes in the Company's  internal controls and in other factors that could improve the Company's  internal controls subsequent to the date of their evaluation. 
**ITEM 16.     RESERVED ****PART III 

ITEM 17.     FINANCIAL STATEMENTS**
The financial statements filed as part of this Annual Reportare listed in "Item 19 - Financial Statements and Exhibits".

**ITEM 18.    FINANCIAL STATEMENTS**
The Company has elected to provide financial statementspursuant to Item 17.

34
**ITEM 19.    FINANCIAL STATEMENTS ANDEXHIBITS**
The following financial statements and exhibits are filed aspart of this Annual Report.
**(a)** **Financial Statements and      Reports** **Page**Independent Auditors' Report      to the Directors and Shareholders
40Comments by Auditors on      Canada-United States of America Reporting Differences
40Audited consolidated balance      sheets of the Company as at December 31, 2002 and December 31, 2001
41Audited consolidated      statements of operations for the years ended December 31, 2002, 2001, 2000      and for the period from August 24, 1990 to December 31, 2002
42Audited consolidated      statements of cash flows for the years ended December 31, 2002, 2001, 2000      and for the period from August 24, 1990 to December 31, 2002
43Audited consolidated      statements of shareholders' deficit for the period from August 24, 1990 to      December 31, 2002
44Notes to the consolidated      financial statements
45
35
**(b)** **Exhibits********Exhibit      No.*****The      following documents were filed previously in the Company's Form 20-F/A -      Amendment No. 2, Registration Statement***  
1.01Certificate of      Incorporation in British Columbia and Memorandum of the Company1.02Articles of the Company        4.01Option to      Purchase Agreement dated February 3, 1997 among the Subsidiary, Jerry      Stocks, James Bright and Richard Hillberg relating to the Pavlak Claims
4.02Option to Purchase      Agreement dated February 2, 1997 among the Subsidiary, James Bright,      Debbie Brown and Harvey Bellm relating to the Bluster Mine and Big Ledge      Claims as amended on August 24, 1998 and on September 28, 1999
4.03Employment Agreement dated      September 21, 1999 between the Company and Antonios Kripotos
4.04Settlement Agreement effective      July 14, 1999, to which is attached a mining agreement between the      Subsidiary and John D. Bernt relating to the parties' rights and      obligations in respect of certain unpatented mining claims
4.05Mining Agreement effective      July 14, 1999 between the Subsidiary and John D. Bernt
4.06Mining Lease and Option to      Purchase Agreement effective November 1, 1998 between the Subsidiary and      the Board of Regents of the University Community College System of Nevada      relating to the Pick and Shovel Option   ***The documents were      filed previously in the Company's Annual Report on Form 20-F for the      fiscal year ended December 31, 2000***  
4.07Amending Agreement dated      September 30, 2000 to the Option to Purchase Agreement dated February 3,      1997, among the Subsidiary, James Bright, Debbie Brown and Harvey Bellm      relating to the Bluster Mine and Big Ledge Claims, as amended on August      24, 1998 and on September 28, 1999
4.08Amending Agreement dated      February 3, 2001 to the Option to Purchase Agreement dated February 3,      1997, among the Subsidiary, James Bright, Debbie Brown and Harvey Bellm      relating to the Bluster Mine and Big Ledge Claims, as amended on August      24, 1998, on September 28, 1999 and September 30, 2000
4.091999 Combined Incentive and      Nonqualified Stock Option Plan   ***The following      documents were filed previously in the Company's Annual Report on Form      20-F for the fiscal year ended December 31, 2001***  
4.10Form 20, Report of Exempt      Distribution, of 20,000 stock options granted to Linda Holmes on March 19,      2001
4.11Quitclaim of Unpatented      Mining Claims to John D. Bernt - December 2001 (SH and OR Claims)
4.12Release of Mining Agreement      between the Company and John D. Bernt, with respect to dropping the Bernt      Claims - December 2001
4.13Memorandum of Assignment of      Mining Lease and Option to Purchase Agreement for the Pick and Shovel      Claims to John D. Bernt - December 2001
4.14Quitclaim dated January 16,      2002, with respect to the Big Ledge/Bluster claim group, from the Company      to James Bright, Debbie Brown and Harvey Bellm
4.15Quitclaim dated January 16,      2002, with respect to the Pavlak claims, from the Company to Jerry Stocks,      James Bright, and Estate of Richard Hillberg  
36
**Exhibit No.*****The following      documents are filed herewith in this Annual Report on Form 20-F for the      year ended December 31, 2002.***  1.03      Certificate of Name Change from San Antonios Resources Inc. to Global      Precision Medical Inc., dated October 15, 021.04      Certificate of Continuance from British Columbia into Wyoming, dated      February 5, 20031.05      BC Registrar's final authorization of continuation into Wyoming, effective      February 5, 20034.16      Debt Waiver Agreement between the Company and Antonios Kripotos dated July      2, 2002.4.17      Form of Debt Settlement Agreement between the Company and each of      I. Gogniat and T. Ma, dated August 27, 20024.18      Form of Consultant Compensation Agreement between the Company and each of      I. Gogniat and Lindsay Semple, dated August 27, 20024.19      Letter of Intent between the Company and Global Medical Sciences Ltd.      dated August 28, 2002 granting the Licence to the Company4.20      Licence and Joint Product Development Agreement between the Company and      Global Medical Sciences Ltd. dated September 23, 2002 granting the Licence      to the Company4.21      Assignment of Rights to the Licence from the Company to its wholly-owned      subsidiary, San Antonios Resources (USA) Inc., dated September 23, 20024.22      Form of Combined Incentive and Nonqualified Stock Option Agreement, dated      September 23, 2002, between the Company and: Michel Coderre, Linda Holmes,      Lindsay Semple, Boris Weiss and Dr. A. Faouzi Zerrouk4.23      Form of Combined Incentive and Nonqualified Stock Option Agreement, dated      September 23, 2002, between the Company and James Elliott4.24      2002 Combined Incentive and Non-Qualified Stock Option Plan4.25      Form of Subscription Agreement between T. Ma and the Company, dated      November 28, 2002 for 66,667 Units @ US$0.754.26      Form of Warrant Certificate between the Company and T. Ma dated December      6, 20024.27      Form of Consulting Agreement between the Company and Robert Tomjlenovic      dated October 3, 2002.4.28      Report of Exempt Distribution, British Columbia Securities Commission      Report on Form 45-902F, dated January 31, 20034.29      Transfer of Global Precision Medical (USA) to A. Kripotos and      Relinquishment of Assets, Rights or Property held by Global Precision      Medical (USA) Inc. dated February 5, 2003  31.1      Certification of the President Pursuant To Rule 13a-14 Or 15d-14 of The      Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of The      Sarbanes-Oxley Act of 200231.2      Certification of the Chief Executive Officer Pursuant To Rule 13a-14 Or      15d-14 of The Securities Exchange Act Of 1934,as adopted pursuant to      Section 302 of The Sarbanes-Oxley Act of 200232.1      Certification of the President pursuant to 18 U.S.C. Section 1350 as      adopted pursuant to Section 906 of The Sarbanes-Oxley act of 200232.2      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****
37
**SIGNATURE**
Pursuant to the requirements of Section 12 of the SecuritiesAct of 1934, the Company certifies that it meets all of the requirements forfiling on Form 20-F and has duly caused this Annual Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
 **GLOBAL PRECISION MEDICAL INC.
 **
By:      /s/*Lindsay Semple*           Lindsay Semple,      Director,           Chief Executive      Officer

 Date: September 2, 2003  
38

 
*Independent Auditors' Report and Consolidated Financial Statements of***GLOBAL PRECISION MEDICAL INC.(formerly San Antonios Resources Inc.)*(A development stage company)
December 31, 2002 and 2001

 *
39
**Independent Auditors' Report**
To the Directors and Shareholders ofGlobal Precision Medical Inc.(formerly San Antonios Resources Inc.)(A development stage company)

We have audited the consolidated balance sheets of GlobalPrecision Medical Inc. (formerly San Antonios Resources Inc.) (a developmentstage company) as at December 31, 2002 and 2001 and the consolidated statementsof operations, cash flows and shareholders' deficit for each of the years in thethree year period ended December 31, 2002 and cumulative from date of inception,August 24, 1990, to December 31, 2002. These financial statements are theresponsibility of the Company's management. Our responsibility is to express anopinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generallyaccepted auditing standards and auditing standards generally accepted in theUnited States of America. Those standards require that we plan and perform anaudit to obtain reasonable assurance whether the financial statements are freeof material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An auditalso includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion. 

In our opinion, these consolidated financial statementspresent fairly, in all material respects, the financial position of the Companyas at December 31, 2002 and 2001 and the results of its operations and its cashflows for each of the years in the three year period ended December 31, 2002 andcumulative from date of inception, August 24, 1990, to December 31, 2002 inaccordance with Canadian generally accepted accounting principles.
***/s/ Deloitte & Touche LLP***
Chartered AccountantsVancouver, British ColumbiaJuly 4, 2003

 
**Comments by Independent Auditors on Canada - United States ofAmerica Reporting Differences**
In the United States of America, reporting standards forauditors require the addition of an explanatory paragraph for the following:
a) When financial statements are      affected by conditions and events that cast substantial doubt on the      Company's ability to continue as a going concern, such as those described      in Note 1 to the consolidated financial statements. b) In 2002, the Company changed      its accounting policy with respect to stock-based compensation and other      stock-based payments where, for stock options granted to employees, pro      forma net income and pro forma earnings per share are disclosed as if the      fair value based method of accounting had been applied.
Although we conducted our audits in accordance with bothCanadian generally accepted auditing standards and auditing standards generallyaccepted in the United States of America, our report to the Board of Directorsand Shareholders dated July 4, 2003 is expressed in accordance with Canadianreporting standards which do not permit a reference to such conditions andevents in the auditors' report when these are adequately disclosed in theconsolidated financial statements.
***/s/ Deloitte & Touche LLP***
Chartered AccountantsVancouver, British ColumbiaJuly 4, 2003

40
**GLOBAL PRECISION MEDICAL INC.(formerly San Antonios Resources Inc.)      (A development stage company)****Consolidated Balance Sheets****(Expressed in Canadian dollars)**  
As at December 31,
**ASSETS**
**2002**

2001
CURRENT           Cash **$****4,923** $12,838          Accounts receivable  **2,805**  14,532          Prepaid expenses  **2,430**  2,085     Due      from shareholder (Note 7)  **1,417**            -     Total current assets  **11,575**  29,455CAPITAL ASSETS, net (Note 3)  **         -     **  7,371LICENSE AGREEMENT (Note 4)  **3,293,082**   Total assets **$****3,304,657** $36,826       **LIABILITIES**             CURRENT                Accounts payable and accrued liabilities **$****20,925** $109,125     Bank      loan (Note 6)  **    -     **  79,991          Shareholder loan (Note 7)  **    -     **  430,685Total liabilities  **20,925**  619,801       **SHAREHOLDERS' EQUITY      (DEFICIT)**             Capital stock (Note 8)                Authorized                     100,000,000 common shares without par value           Issued                     8,126,825 common shares (2001 - 835,722)  **5,732,760**  1,862,187Contributed surplus (Note 7)  **237,088**  **    -     **Deficit, accumulated during      development stage  **(2,686,116)**  (2,445,162)Total shareholders' equity      (deficit)  **3,283,732**  (582,975)Total liabilities and      shareholders' deficit **$****3,304,657** $36,826       CONTINUING OPERATIONS (Note 1)
APPROVED BY:        ***/s/ Michel Coderre*** ***/s/ Linda Semple***     Michel Coderre, Director Linda Semple, Director      
See accompanying Notes to the      Consolidated Financial Statements 
41
**GLOBAL PRECISION MEDICAL INC.(formerly San Antonios Resources Inc.)      (A development stage company)****Consolidated Statement of Operations****(Expressed in Canadian dollars)** Cumulative from      date of inception      August 24, 1990      to December 31,                     
For the years ended December 31,     2002  **2002**  2001  2000    EXPENSES                     Accounting and audit$      120,047 **$****24,738** $27,568 $27,450          Advertising and promotion       103,530  **         -   **  **         -   **  3,918     Bank      charges and interest 14,328  **291**  6,235  3,704          Consulting fees       161,403  **69,921**  15,067  13,226          Depreciation and amortization 55,896  **34,124**  2,270  2,785     Filing      fees and licenses 33,909  **350**  11,006  12,789     Legal      fees       385,710  **32,490**  50,174  67,508     Office       208,228  **17,306**  19,805  43,098          Property examination 775  **         -   **  **         -   **  **         -   **     Rent       172,720  **16,806**  33,616  28,896          Research and development 23,342  **23,342  **  **         -   **  **         -   **          Salaries       338,561  **8,000**  136,000  27,808          Transfer agent 9,891  **2,841**  4,049  3,001     Travel       170,371  **26,771**  2,262  18,910        1,798,711  **256,980**  308,052  253,093OTHER ITEMS                     Mineral properties abandoned          (Note 4)       502,547  ******  -    **        502,547  **  -    **          Writedown of mineral properties          and other capital assets       384,913  **6,511**        378,402  **  -    **          Foreign exchange loss 29,750  **36**  24,600  43     Debt      forgiveness (Note 11)       (22,573)  **(22,573)**  **  -    **  **  -    **          Interest income       (7,232)  **  -    **  (47)  (1,635)        887,405  **(16,026)**  905,502  (1,592)NET LOSS FOR THE PERIOD$      (2,686,116) **$****(240,954)** $(1,213,554) $(251,501)      Basic and diluted loss per share   **$****(0.06)**       $      (1.45)       $      (0.30)      Weighted average number of shares outstanding    **4,022,491**        835,722        835,722
See accompanying Notes to the Consolidated Financial      Statements 
42
**GLOBAL PRECISION MEDICAL INC.(formerly San Antonios Resources Inc.)      (A development stage company)****Consolidated Statement of Cash Flows****(Expressed in Canadian dollars)** Cumulative from      date of inception      August 24, 1990      to December 31,                     
For the years ended December 31,     2002  **2002**  2001  2000    OPERATING ACTIVITIES                Net      loss for the period$      (2,686,116) **$****(240,954)** $(1,213,554) $(251,501)     Item      not involving cash                          Depreciation and amortization 55,896  **34,124**  2,270  2,785               Mineral properties abandoned       502,547  **       -    **  502,547  **       -    **               Writedown of mineral properties                    and other capital assets       384,913  **6,511**  378,402  **  -    **               Debt forgiveness       (22,573)  **(22,573)**  **       -    **  **       -    **               Non-cash compensation expense 62,421  **62,421**  **       -    **  **       -    **     Change      in non-cash operating          working capital (Note 12)       158,469  **62,911**        54,704        1,701Cash used in operating      activities       (1,544,443)  **(97,560)**  (275,631)  (247,015)            FINANCING ACTIVITIES                     Advances from shareholders       888,514  **91,671**  339,975  17,378          Capital stock issued for cash       656,572  **77,965**  **  -    **  **       -    **     Share      subscriptions received       914,372  **       -    **  **  -    **  **       -    **Cash from financing activities       2,459,458  **169,636**  339,975  17,378            INVESTING ACTIVITIES                     Purchase of capital assets       (29,143)  **       -    **  **       -    **  (1,081)          Mineral property expenditures       (880,949)  **       -    **  (110,123)  (185,340)Cash used in investing      activities       (910,092)  **       -    **  (110,123)  (186,421)NET INCREASE (DECREASE) IN CASH 4,923  **72,076**  (45,779)  (416,058)CASH POSITION, BEGINNING OF      PERIOD **  -    **  **(67,153)**  (21,374)  394,684CASH POSITION, END OF PERIOD$4,923 **$****4,923** $(67,153) $(21,374)            CASH POSITION IS COMPRISED AS      FOLLOWS:                       Cash$4,923 **$****4,923** $12,838 $53,601Bank loan **  -    **  **       -    **  (79,991)  (74,975) $4,923 $4,923 $(67,153) $(21,374)            
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND      FINANCING ACTIVITIES:      During the year ended December 31, 2002, the Company: (a) issued 2,237,407 common shares      in settlement of $294,685 of shareholder loan and forgave the balance of      $144,000;(b) issued 556,950 common shares      in settlement of $109,156 of accounts payable;(c) issued 4,030,079 common shares      in consideration of entering into a license agreement with a value of      $3,326,346;(d) was forgiven other payables in      the amount of $22,573; and(e) issued 400,000 common shares      with a fair market value of $62,421 as compensation to two of the      Company's directors.
See accompanying Notes to the Consolidated Financial      Statements
43
**GLOBAL PRECISION MEDICAL INC.(formerly San Antonios Resources Inc.)      (A development stage company)****Consolidated Statement of Shareholders'      Deficit****(Expressed in Canadian dollars)**              Deficit      accumulated      during      exploration      stage                            Capital stock                Contributed      Surplus            Number       Amount       Subscriptions         Total       Issued for cash  750,000 $7,500 $  -           $** -    ** $** -    ** $7,500Loss for the year   -            ** -    **   -            ** -    **  (13,326)  (13,326)Balance at December 31, 1994  750,000  7,500    -              -            (13,326)  (5,826)Loss for the year  -            -             -             -            (3,619)  (3,619)Balance at December 31, 1995  750,000  7,500    -              -            (16,945)  (9,445)Issued on conversion of     shareholder loan        664,833        166,208   -             -                  -             166,208Subscriptions    -              -            41,500**  **    -            -            41,500Loss for the year   -             -             -             -            (177,227)  (177,227)Balance at December 31, 1996  1,414,833  173,708  41,500    -            (194,172)  21,036Subscriptions  -            -            474,750   -            -            474,750Loss for the year  -            -            -            -            (223,122)  (223,122)Balance at December 31, 1997  1,414,833  173,708  516,250    -            (417,294)  272,664Issued for cash  200,000  125,000  -             -            -            125,000Subscriptions  -            -            202,000    -            -            202,000Loss for the year  -            -            -             -            (236,594)  (236,594)Balance at December 31, 1998  1,614,833  298,708  718,250    -            (653,888)  363,070Issued for cash  606,000  446,107  -             -            -            446,107Issued to settle shareholder      loan  800,000  200,000  -              -            -            200,000Subscriptions  -            -            196,122   -            -            196,122Issued to settle share      subscription1,987,500  914,372  (914,372)   -            -          -          Issued to settle accounts      payable  6,000  3,000  -            -            -            3,000Loss for the year  -            -            -            -            (326,219)  (326,219)Balance at December 31, 1999  5,014,333  1,862,187    -              -            (980,107)  882,080Loss for the year  -            -             -             -            (251,501)        (251,501)Balance at December 31, 2000  5,014,333  1,862,187    -              -            (1,231,608)  630,579Share consolidation (Note 8)  (4,178,611)    -             -             -            -            -          Loss for the year   -             -                  (1,213,554)  (1,213,554)Balance at December 31, 2001  835,722  1,862,187    -              -            (2,445,162)  (582,975)Issued to settle shareholder      loan (Note 7)  2,237,407  294,685   -             -              -            294,685Issued for cash (Note 8)  66,667  77,965    -              -             -            77,965Issued to settle debt (Note 8)  556,950  109,156   -             -              -            109,156Issued for license agreement      (Note 4)  4,030,079  3,326,346    -              -             -            3,326,346Issued for compensation (Note      13)  400,000  62,421   -             -              -            62,421Shareholder contribution (Note      7)    -              -              -            237,088   -            237,088Loss for the year   -             -             -               (240,954)  (240,954)Balance at December 31, 2002  
8,126,825 $
5,732,760 $
-      $
237,088 $
(2,686,116) $
3,283,732
      See accompanying Notes to the Consolidated Financial Statements
44
GLOBAL PRECISION      MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)  **1.****CONTINUING OPERATIONS**
The      Company was incorporated under The Company Act of British Columbia on      August 24, 1990 and commenced operations in late 1994. Subsequent to      December 31, 2002, the Company became domiciled in the State of Wyoming,      U.S.A.

These financial statements are prepared on a basis of      accounting principles applicable to a going concern, which assume the      realization of assets and satisfaction of liabilities in the normal course      of business.

During the year ended December 31, 2002, the Company      has a working capital deficiency of $9,350 (2001 - $590,346) and has an      accumulated deficit as at December 31, 2002 of $2,686,116. The Company is      now in the business of commercializing and developing a medical device      known as the URO-Stent. Previously, the Company was in the exploration      stage, having interests in several mineral properties, and was in the      process of determining whether its mineral properties contain sufficient      mineralization to merit future development and production activities. 

If the Company is unable to continue as a going      concern, the Company may not be able to realize its assets or satisfy its      liabilities as they come due.

The continuation of the Company as a going concern is      dependant upon its ability to raise additional financing and ultimately      profitable operations.

These consolidated financial statements do not give      effect to adjustments that would be necessary to the carrying value and      classification of assets and liabilities should the Company be unable to      continue as a going concern. **2.****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
      These financial statements have been prepared in accordance with      accounting principles generally accepted in Canada ("Canadian GAAP") and      reflect the significant accounting policies outlined below. These policies      conform, in all material respects, with accounting principles generally      accepted in the United States ("U.S. GAAP"), except as discussed in Note      14. *(a)**Basis of      consolidation*
These      consolidated financial statements include the accounts of Global Precision      Medical Inc. and its wholly-owned United States subsidiary, San Antonios      Resources (USA) Inc. ("USA") which was incorporated on June 19, 1996 and      held title to its mineral properties. All inter-company balances and      transactions have been eliminated.

Subsequent to December 31, 2002, the Company disposed      of its interest in USA for $Nil proceeds to a shareholder. The Company's      net investment in USA at December 31, 2002 and at the date of disposition      was $Nil. As a condition to the transfer of ownership of USA to the      shareholder, any assets, rights or property deemed to be the property of      USA to be transferred to the Company for no consideration. ********
45
* 
GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*****2.****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ***(b)**Use of estimates*
The preparation of financial statements in conformity      with generally accepted accounting principles requires management to make      estimates and assumptions that affect the reported amounts of assets and      liabilities and disclosure of contingent assets and liabilities at the      date of the financial statements and the reported amounts of revenues and      expenditures during the reporting periods. Actual results may differ from      those estimates. *(c)**Cash*
Cash consists of cash on hand, deposits in banks and highly      liquid investments with an original maturity of ninety days or less.  *(d)**Capital assets*
Capital assets are recorded at cost. Capital assets are      depreciated over their estimated useful lives at the following annual      rates:

               Furniture and fixtures                                       20% declining balance          Computer and telephone      equipment         30% declining      balance

The Company reviews the carrying value of capital      assets and intangible assets for the existence of facts or changes in      circumstances that might indicate a condition of impairment. An impairment      loss would be recognized when estimates of non-discounted future cash      flows expected to result from the use of an asset and its eventual      disposition are less than its carrying amount. No material impairment      losses have been identified by the Company for the years ended December      31, 2002, 2001 and 2000. *(e)** Licence      agreement*
The Company's licence agreement is      recorded at cost and is being depreciated on a straight-line basis over      its estimated useful life of ten years. The carrying value of the      Company's licence agreement is reviewed by management for impairment on a      regular basis or when facts or circumstances would indicate a condition of      impairment exists and is tested in reference to undiscounted cash flows. *(f)**Research and      development*
Research costs are      expensed as incurred.

Product and technology development costs which meet the      criteria for deferral and are expected to provide future benefits with      reasonable certainty are deferred and amortized over the estimated life of      the products or technology. The Company has determined that none of the      development costs have met these criteria.  **
46
GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*******2.****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) *********(g)******Mineral properties*
The Company accounts for its mineral properties whereby      all direct costs, net of pre-production revenue, relative to the      acquisition of, exploration for and development of these properties are      capitalized. All sales and option proceeds received are first credited      against the costs of the related property, with any excess credited to      earnings. Once commercial production has commenced, the net costs of the      applicable property are charged to operations using the net-of-production      method based on estimated proven and probable recoverable reserves. The      net costs related to abandoned properties are charged to earnings.

The Company reviews the carrying values of its mineral      properties on a regular basis by reference to the project economics      including the timing of the exploration and/or development work, the work      programs and the exploration results experienced by the Company and      others. The review of the carrying value of any producing property will be      made by reference to the estimated future operating results and net cash      flows. When the carrying value of a property or equipment exceeds its      estimated net recoverable amount, provision is made for the decline in      value.

The recoverability of the amounts shown for mineral      properties and interests is dependent on the confirmation of economically      recoverable reserves, confirmation of the Company's interest in the      underlying mineral claims, the ability of the Company to obtain the      necessary financing to successfully complete their development and future      profitable operations.** *******(h)**Foreign currency translation*
Monetary assets and liabilities denominated in foreign      currencies are translated at the exchange rate in effect at the balance      sheet date and non-monetary assets and liabilities at the exchange rates      in effect at the time of acquisition or issue. Revenues and expenses are      translated at the average exchange rate in effect during the period. *(i)** Share option plan*
As of January 1, 2002, the Company adopted the standard      of the CICA Handbook, *Stock-Based Compensation and Other Stock-Based      Payments*, which has been applied prospectively. All stock-based awards      made to non-employees are recognized and measured using the fair value      based method at the date of grant. For stock options granted to employees,      the Company has adopted the disclosure only provisions whereby pro forma      net income and pro forma earnings per share are disclosed as if the fair      value based method of accounting had been applied. The Company uses the      Black-Scholes model to estimate fair value. *(j)**Income taxes*
The Company accounts for income taxes using the      liability method. Future income tax assets and liabilities are computed      based on differences between the carrying amount of assets and liabilities      on the balance sheet and their corresponding tax values using the enacted      income tax rates at each balance sheet date. 
47
* 
GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)**  ****2.****SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ****** ***(gj*** ***Income taxes (continued)*
Future income tax assets also result from unused loss      carry-forwards and other deductions. The valuation of future income tax      assets is reviewed annually and adjusted, if necessary, by use of a      valuation allowance to reflect the estimated realizable amount. Although      the Company has tax loss carryforwards, there is uncertainty as to      utilization prior to their expiry. Accordingly, the future tax asset      amounts have been fully offset by a valuation provision. **3.****CAPITAL ASSETS**
Capital assets consist of:****                     
December 31    2002 2001     Cost Accumulated      Depreciation Net Book      Value Cost Accumulated      Depreciation Net Book      Value       Furniture and fixtures $-           $-           $-           $15,930 $10,933 $4,997Computer and     telephone equipment        -             -             -             13,213        10,839        2,374  $-           $-           $-           $29,143 $21,772 $7,371****4.*****LICENCE      AGREEMENT**
During 2002, the Company entered      into an agreement with Global Medical Sciences Ltd. (the "Licensor"), a      company with a director in common, to licence the Licensor's intellectual      property rights in a medical device known as the Urethral Stent (the      "Stent") for the full term of the patent rights on the Stent. This licence      grants to the Company an exclusive worldwide licence to use the      intellectual property rights in the Stent to manufacture, produce, sell      and otherwise commercialize the Stent in permitted countries.      In consideration for entering into this agreement, the Company granted to      the Licensor 4,030,079 common shares of the Company with a deemed value of      $6,396,951. For financial accounting purposes these shares have been      recorded at a value of $3,326,346 based on the average share price of the      Company two days before and after the acquisition date. The carrying value      of the licence agreement of $3,293,082 at December 31, 2002 is net of      amortization of $33,264.* *****5.**** MINERAL      PROPERTIES******
In 2001 the Company reviewed the carrying values of its      mineral properties in reference to the project economics including the      timing of the exploration and/or development work, the work programs and      the exploration results experienced by the Company and others. The Company      determined that the carrying values of several of its mineral properties      were impaired and that the remainder of the mineral properties would be      abandoned. As a result, in 2001 the Company wrote down the carrying values      of all its mineral properties by $378,402 and properties abandoned by      $502,547, both to $Nil. ****
48
*GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*******6.****BANK LOAN**
The bank loan at December 31,      2001 of US$50,000 (Cdn.$79,991) bears interest at prime rate per annum, is      repayable on demand and is guaranteed by a director of the Company. In      2002, this amount was paid in full.** **********7.****SHAREHOLDER LOAN**
At      December 31, 2002, the amount due from a director and shareholder of the      Company is non-interest bearing, has no fixed terms of repayment and is      unsecured.
****
The shareholder loan at December 31, 2001 is      non-interest bearing and has no fixed terms of repayment. In 2002,      $294,685 of the shareholder loan was settled by the issuance of 2,237,407      common shares of the Company at U.S.$0.08 per share. The remainder of      $136,000 was forgiven in 2002 and recorded as a shareholder contribution.
****
During 2002, a further $101,088 was advanced and then      subsequently forgiven by two shareholders of the Company. The      contributions by these shareholders have been recorded as contributed      surplus in the year ended December 31, 2002.** **********8.****CAPITAL STOCK*********(a)******Share      consolidation*On October 15, 2001, the Company's outstanding shares were      consolidated six to one to bring the total outstanding shares at December      31, 2001 to 35,722 (2000 - 35,722). All references to loss per share,      common shares, share warrants and share options have been retroactively      restated for the six for one share consolidation.*****(b)******Private      placements*
During the year      ended December 31, 2002 the Company issued 66,667 units for proceeds of      U.S.$50,000 pursuant to a private placement. Each unit comprised of one      common share and one-half share purchase warrant. Each whole share      purchase warrant entitles the holder to purchase one common share for      U.S.$1.00 per share during the period from November 28, 2002 to November      27, 2003 and one common share for U.S.$2.00 per share during the period      from November 28, 2003 to November 27, 2004. No warrants were exercised in      2002. At December 31, 2002, all 33,334 common share purchase warrants are      outstanding.
****
During the year ended December 31, 1999 the Company      issued 101,000 units for proceeds of U.S.$303,000 pursuant to a private      placement. Each unit comprised of one-sixth of one common share and      one-half share purchase warrant. Each whole share purchase warrant      entitles the holder to purchase one-sixth of one common share for      U.S.$6.00 per share during the period from November 28, 2000 to November      27, 2001 and at U.S.$12.00 per share during the period from November 28,      2001 to November 27, 2002. No warrants were exercised in 2000 or 2001. The      warrants expired unexercised in 2002. ****
49
*GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*****8.****CAPITAL STOCK (Continued) ***(c)**Stock options*
Under its stock option plan, the Company has available      2,000,000 stock options available to be granted to directors, officers and      employees.          
Weighted      
Expiry 
Common 
AverageOptions
  
Date 
Shares 
Exercise Price    Balance at      December 31, June 7, 2002 
125,000  
U.S.$ 6.00  1999 and 2000         Granted  March 19,      2003 
3,333  
3.00    Cancelled  June 7, 2002 
(16,667)  
6.00  Balance at      December 31, 2001 
111,666 
 
5.94  Granted       September 23, 2002
750,000  
1.80  Cancelled  June 7, 2002 
(111,666) 
 
5.94 Balance at      December 31, 2002 
750,000 
 
U.S.$ 1.80 The following table summarizes information about the      options outstanding at December 31, 2002:             
Weighted   
Weighted    
Average   
Average
Exercise   
Remaining   
Remaining
Prices 
Options 
Contractual 
Options 
Life of Options
(U.S. $)
 
Outstanding
 
Life
 
Exercisable
 
Exercisable
$ 
1.00 350,000 4.7 years 181,250 4.7 years
2.00  200,000 4.7 years               - N/A
3.00 
 200,000 4.7 years               - N/A
 
 750,000
 
 
 181,250
 
 
Pro forma compensation expense

If the Company had included share purchase options      granted to employees in the calculation of compensation expense, net      earnings would be as follows:          **2002**         Net loss     **$      (240,954)**Pro forma      compensation expense ** ** **(2,000)**Pro forma net      loss ** ** **$      (242,954)**Pro forma basic      and diluted loss per share ** **** ****$ (0.06)**
    50
*GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*******8.****CAPITAL STOCK (Continued) ***(c)**Stock options      (continued)*
Compensation      expense is determined using an option pricing model assuming no dividends      are to be paid, a weighted-average volatility of the Company's share price      of 36%, an annual risk free interest rate of 5% and expected lives of five      years.
*(d) In 2002, shareholder loans (Note 7) totaling      $294,685 were settled by the issuance of 2,237,407 common shares of the      Company at U.S.$0.08 per share.

Furthermore, 556,950 common shares with a value of      $109,156 were issued to settle other debts of the Company owing to a      shareholder and director of the Company. **9.****FINANCIAL INSTRUMENTS ***(a)**Fair value*
The Company's financial instruments include cash,      accounts receivable and accounts payable and accrued liabilities. The      carrying value of these financial instruments approximates fair value.  *(b)**Financial risk*
Financial risk is the risk arising from changes in      foreign currency exchange rates. The Company does not use any derivative      instruments to reduce its exposure to fluctuations in foreign currency      exchanges rates. **10.**** INCOME TAXES**
The provision for income taxes      reported differs from the amounts computed by applying the cumulative      Canadian federal and provincial income tax rates to the loss before tax      provision due to the following:******       
**2002** 
2001 
2000           Statutory tax      rate **40%** 
44%  -      % Recovery of      income taxes         computed at      standard rates **$****96,382** $ 533,964 $ - Effect of lower      tax rates of foreign         jurisdictions **-**       (92,472) - Tax losses not      recognized in the period        that the      benefit arose **(71,382)**       (441,492) - Non-deductible      items **(25,000)** - -        **$****-**
 $ -
 $ - 
51
***GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*****10.****INCOME TAXES      (Continued)**The approximate tax effect of each type of temporary difference that      gives rise to the Company's future tax assets are as follows: **       **2002**  2001       Operating loss      carry-forward**$**** 567,000** $ 780,000Accumulated      cost base differences on assets **266,000** 
 194,000       **833,000**  974,000Less: Valuation      allowance **(833,000)** 
 (974,000)       **$**** -** 
 $ -At December 31, 2002, the Company had the following      approximate loss carry-forwards available for tax purposes. The losses are      available to the Company to be applied against income earned from mining      operations.             Amount 
Expiry       Canada  
$
 1,100,000  2003 - 2009United States 
563,000  2013 - 2022Subsequent to December 31, 2002, the Company completed a      corporate emigration from Canada to the State of Wyoming, U.S.A. As a      result, at the date of emigration, a deemed disposal of the Company's net      assets would occur and certain of the Company's Canadian tax loss      carry-forwards may be used.****11.****DEBT      FORGIVENESS**      During 2002, the Company entered into agreements with certain of its      vendors and a shareholder who forgave liabilities totaling $22,573. **12.****CHANGES IN      NON-CASH OPERATING WORKING CAPITAL **** Cumulative from      date of inception      August 24, 1990      to December 31,                     
For the years      ended December 31,     2002  **2002**  2001  2000                Accounts      receivable$(2,805) **$**11,727 $(6,423) $1,498Prepaid      expenses (2,430)  (345)  1,843  (1,843)Accounts      payable and     accrued liabilities       163,704        51,529        59284        2,046 $158,469 **$**62,911 $54,704 $1,701
52
***GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*************13.****RELATED PARTY      TRANSACTIONS**      In addition to related party transactions not described elsewhere in these      financial statements, the Company had the following related party      transactions: (a)During the year      ended December 31, 2002, the Company advanced $23,342 to the Licensor      (Note 4) for the purposes of continuing to develop the technology used in      the Stent (2001 - $Nil; 2000 - $Nil).      All related party transactions have been recorded at the amounts agreed      upon by the parties. (b)During the year      ended December 31, 2002, the Company issued $7,500 of consulting expense      to an officer of the Company (2001 - $15,100; 2000 - $10,200). (c)During the year      ended December 31, 2002, the Company granted 100,000 shares of the Company      to an officer and 300,000 shares to a shareholder and consultant with a      total fair value of $62,421 as compensation (2001 - $Nil; 2000 - $Nil). **14.****DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED      ACCOUNTING PRINCIPLES**These consolidated financial statements have been prepared in      accordance with Canadian GAAP, which differ in some aspects from U.S.      GAAP. The material differences between Canadian and U.S. GAAP affecting      the Company's financial statements are summarized as follows: ********Balance Sheets**     
As at December 31,                 
2002  2001 **Assets**                   Total assets under Canadian GAAP and US GAAP$ 3,304,657** **$36,826  **Liabilities**                      Total liabilities under Canadian and U.S. GAAP$ 20,925** **$619,801  **Shareholders' Equity**                     Total shareholders' equity under Canadian GAAP                           and US GAAP$ 3,283,732** **$(582,975)  ****
53
***GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*********14.****DIFFERENCES      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING      PRINCIPLES (Continued)**These consolidated financial statements have been prepared in      accordance with Canadian GAAP, which differ in some aspects from U.S.      GAAP. The material differences between Canadian and U.S. GAAP affecting      the Company's financial statements are summarized as follows: ****Statements of Operations**Cumulative from      date of inception      August 24, 1990      to December 31,                     
For the years ended December 31,     2002  **2002**  2001  2000                Net loss per Canadian GAAP$      (2,686,116) **$**(240,954) $(1,213,554) $(251,501)Mineral property expenditures      (a)       (880,949)  -            (110,123)  (185,340)Mineral properties abandoned      (a)       502,547  -       502,547  -     Writedown of mineral properties      (a)       378,402  -             378,402  -           Net loss and loss from      discontinued operations under U.S. GAAP$      (2,686,116) **$**(240,954) $(442,728) $(436,841)Basic and diluted loss per      share                under      U.S. GAAP   $(0.06) $(0.53) $(0.54)                        **Statements of Cash Flows**Cumulative from      date of inception      August 24, 1990      to December 31,                     
For the years ended December 31,     2002  **2002**  2001  2000    OPERATING ACTIVITIES                     Operating activities under           Canadian GAAP      $      (1,544,443) **$**      (97,560)       $(275,131)       $      (247,015)          Mineral property costs (a)       (880,949)  -            (110,123)  (185,340)          Operating activities under          U.S. GAAP      $       (2,425,392) **$**      (97,560)       $(385,254)       $      (432,355)FINANCING ACTIVITIES                     Financing activities under          Canadian and US GAAP      $      2,459,458       $      169,636       $      339,475       $      17,378INVESTING ACTIVITIES                     Investing activities under          Canadian GAAP      $      (910,092)       $      -            $      (110,123)       $(186,421)          Mineral property costs (a)       880,949  -            110,123  185,340 $      (29,143) $-           $-           $(1,081)
54
***GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*********14.****DIFFERENCES      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING      PRINCIPLES (Continued)**Under Canadian GAAP, where an entity disposes of substantially all of      its assets and the remaining operations are insignificant, discontinued      operations disclosure (presenting the discontinued operations as a single      line on the financial statements) is not considered informative to      readers. As a result, Canadian GAAP precludes presentation in this manner.      Under US GAAP, no such preclusion exists. Presentation of the Company's      financial statements on a discontinued basis under US GAAP would provide      less detailed information to readers. As the Company's activities related      to its medical device business commenced in late 2002, net loss from      discontinued operations under US GAAP would approximate net loss under US      GAAP as reconciled above. In addition, operating, investing and financing      cash flow disclosures as presented would, under US GAAP on a discontinued      basis, equal the net change in cash as reconciled above. *(a)**Mineral property costs*
Canadian GAAP allow exploration costs to be capitalized      during the search for a commercially mineable body of ore. Under U.S. GAAP      expenditures on mineral property costs can only be deferred subsequent to      the establishment of mining reserves. For U.S. GAAP purposes the Company      has expensed exploration expenditures and acquisition costs related to      exploration in the period incurred. *(b)**Foreign currency translation*
Under U.S. GAAP assets and liabilities of subsidiaries      not reporting in the parent company's functional currency are translated      at rates of exchange prevailing at each balance sheet date. Revenues and      expenses of such subsidiaries are translated at exchange rates prevailing      on the dates on which such items are recognized in operations. Gains and      losses arising from translation are deferred and disclosed as a separate      component of shareholders' equity. The Company's foreign exchange      differences between Canadian and U.S. GAAP are not material. *(c)**Comprehensive      income*
In June 1997, the FASB issued SFAS No. 130, *Reporting Comprehensive Income*, which requires that an enterprise      report, by major components and as a single total, the change in its net      assets during the period with non-owners. There is no impact of SFAS      No. 130 on the Company's consolidated financial statements. *(d)**Accounting for      stock-based compensation*
For U.S. GAAP purposes, the      Company accounts for stock-based compensation to employees and directors,      under Accounting Principles Board ("APB") Opinion No. 25, *Accounting      for Stock Issued to Employees*, using the intrinsic value based method      whereby compensation costs are recorded for the excess, if any, of the      quoted market price at the date granted over the exercise price. As at      December 31, 2001, no compensation cost has been recorded for any period      under this method. 
55
***GLOBAL PRECISION MEDICAL INC.(FORMERLY SAN ANTONIOS RESOURCES INC.)      (A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(EXPRESSED IN CANADIAN DOLLARS EXCEPT WHERE OTHERWISE NOTED)*********14.****DIFFERENCES BETWEEN CANADIAN AND UNITED STATES      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued) *(d)**Accounting for      stock-based compensation (continued)*
SFAS No. 123,      *Accounting for Stock-Based Compensation* requires the use of the      fair value based method of accounting for stock options. Under this      method, compensation costs are measured at the grant date based on the      fair value of the options granted and are recognized over the vesting      period. During the years ended December 31, 2001, 2000 and 1999, the      Company has not issued options to individuals other than employees and      directors. SFAS No.123, however, allows the Company to continue to measure      the compensation cost for stock options granted to employees and directors      in accordance with APB No. 25. The Company has therefore adopted the      disclosure-only provisions of SFAS No. 123.

The following pro forma financial information presents      the net loss for the year and the loss per share had the Company adopted      SFAS No. 123 for all stock options issued to employees and directors:    
For the years ended December 31,       2002  2001  2000      Net loss for the period, U.S.                     GAAP $(240,954) $(442,728) $(436,841) Additional stock-based         
 
     compensation cost
  (2,000)
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