UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-KSB/AMENDMENT NO. 1



þ

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

For the fiscal Year Ended December 31, 2004

or

 ̈

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from   to

Commission File No. 0-30330

GLOBAL PRECISION MEDICAL INC.

(Exact name of small business issuer in its charter)



| | WYOMING                                                        | 98-0418148                          
| | -------------------------------------------------------------- | ------------------------------------
| | (State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer Identification No.)



#536  1489 Marine Drive, W. Vancouver, BC, Canada V7T 1B8

(Address of principal executive offices) (Zip Code)



Issuers telephone number:  604-926-2939



Securities registered under Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act:  Common Stock, No Par Value

____________________________________________________________________________________



Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X  ]  No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-KSB or any amendment to this Form 10-KSB/A. [  ]

Registrants revenues for its most recent fiscal year $0

Aggregate market value of the 2,316,873 shares of Common Stock held by non-affiliates of the Issuer as of June 22, 2005, was $115,844. The number of shares of the Issuers Common Stock, no par value, as of June 22, 2005 was 11,553,075



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





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INDEX

|                 | PART I                                                                                                          | Page 
|---------------- | --------------------------------------------------------------------------------------------------------------- | -----
|Item 1.          | Description of Business                                                                                         | 4    
|Item 2.          | Description of Property                                                                                         | 9    
|Item 3.          | Legal Proceedings                                                                                               | 9    
|Item 4.          | Submission of Matters to a Vote of Security Holders                                                             | 9    
|                 | PART II                                                                                                         |      
|Item 5.          | Market for Common Equity and Related Stockholder Matters                                                        | 10   
|Item 6.          | Managements Discussion and Analysis or Plan of Operations                                                      | 11   
|Item 7.          | Financial Statements                                                                                            | 15   
|Item 8
Item  8A. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures    | 37
37
|                 | PART III                                                                                                        |      
|Item 9.          | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act | 37   
|Item 10.         | Executive Compensation                                                                                          | 39   
|Item 11.         | Security Ownership of Certain Beneficial Owners and Management                                                  | 41   
|Item 12.         | Certain Relationships and Related Transactions                                                                  | 43   
|Item 13.         | Exhibits and Reports on Form 8-K                                                                                | 44   
|Item 14.         | Principal Accountant Fees and Services                                                                          | 47   
|SIGNATURES       | 48                                                                                                             



DEFINITIONS



|BPH        | Benign 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    | "Conformité Europeene" - manufacturers of In VitroMedical 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
|FDA        | Federal Food and Drug Administration (United States)                                                                                                                                                                                                                                                                                                         
|GMS        | Global Medical Sciences Ltd., the owner and licensor of the NiTi wire material and the medical device technology known as the URO-Stent                                                                                                                                                                                                                      
|IMET       | Institute of Metallurgy and Material Sciences in Moscow - the largest contributor in its field in the Sputnik program, the Russian Military and the current Space Station                                                                                                                                                                                    
|IP         | Intellectual Property  the legal right giving unfettered use of the device                                                                                                                                                                                                                                                                                  
|MDMI       | a British Columbia-based private company that has extensive experience in device design, manufacturing, distribution and operational systems to implement regulatory processes including Health Canada and the FDA                                                                                                                                           
|MIT        | Minimal Invasive Technology Ltd, a Russian manufacturer of various medical devices, it  holds the proprietary rights to the catheter (delivery system), used during the clinical trials for the insertion of the URO-Stent                                                                                                                                   
|NiTi       | Nickel-Titanium  memory metal - an alloy that has the ability to change form and shape when subjected to temperature change.                                                                                                                                                                                                                                
|Restenosis | The proliferation of cells, caused by an inflammatory response to a foreign body                                                                                                                                                                                                                                                                             
|Stent      | A medical device that acts as a scaffold to hold open pathways in the body                                                                                                                                                                                                                                                                                   
|TURP       | Traditional transurethral resection of the prostate                                                                                                                                                                                                                                                                                                          
|URO-Stent  | A patentable proprietary nitinol Prostatic Stent used for the prevention of lumen restriction associated with benign prostate hyperplasia                                                                                                                                                                                                                    





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FORWARD LOOKING STATEMENT



This Annual Report on Form 10-KSB and this Form 10-KSB/A includes forward-looking information. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including without limitation, those concerning: the economic outlook for the medical device industry. Global Precision Medical Inc. is referred to herein as "we,"  "our," the Company, Global or GPM.  These forward-looking statements are not based on historical facts, but rather reflect the Companys current expectations concerning future results and events and generally may be identified 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 and phrases. Similarly, statements that describe the Companys objectives, plans or goals are or may be forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by these forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.



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PART I



ITEM

1.

DESCRIPTION OF BUSINESS



General Description



Business Development

The Company was incorporated under the laws of the Province of British Columbia on August 24, 1990, under the name San Antonios Resources Inc.

On October 15, 2001, the San Antonios Resources Inc. consolidated its share capital on the basis of six pre-consolidation Common Shares for one post-consolidation Common Share. On September 23, 2002, San Antonios Resources Inc. changed its name to Global Precision Medical Inc. (the Company) and undertook a material change in its business focus away from mining exploration and into the medical device industry. The principal business of the Company consequently ceased to be mineral exploration.

On February 5, 2003, the Company was continued from British Columbia, under provisions of the Company Act (British Columbia), into the State of Wyoming, pursuant to Section 17-16-1503 of the 1989 Wyoming Business Corporation Act.

Business of the Company



From 1996 to September 23, 2002, the Company was an exploration stage company engaged in the acquisition and exploration of mineral properties in Nevada. It has never had any earnings from mining and no commercially viable mineral deposits were identified on any of its properties.  Its last remaining mineral interests were relinquished without further obligation in August 2002.

On September 23, 2002, the Company changed direction and entered into an exclusive worldwide Technology Licence Agreement with Global Medical Sciences Ltd. to commercialize and further develop the medical device technology known as the URO-Stent (the Licence).  The URO-Stent is used for the prevention of lumen restriction associated with BPH.  BPH is a non-cancerous enlargement of the prostate, which constricts the urethra as it grows, thereby restricting the flow of urine  a common cause of urinary voiding dysfunction in men. The URO-Stent has been developed by a team of scientists, clinicians and medical specialists in Moscow.

In order to strengthen its platform and form strategic alliances to move the URO-Stent to commercialization, the Company entered into a Consortium Letter of Understanding August 1, 2003, with Global Medical Sciences Limited (Barbados), MDMI Technologies Inc. (Vancouver, Canada) and Minimal Invasive Technology Ltd (Moscow, Russia).  The Consortium brings together four groups with complementary expertise and resources as follows.

Global Precision Medical Inc. (GPM"):   GPM will coordinate and finance the activities of the Consortium, provide the publicly traded vehicle through which investors can participate, and serve as the sales and marketing platform for stents and future medical devices introduced to it by other Consortium members;

Global Medical Sciences Limited (GMS"):   GMS is the owner and licensor of the wire material and the stent technology. It has a team of expert materials scientists. The scientists work in conjunction with IMET;



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MDMI Technologies (MDMI):   MDMI, a British Columbia-based private company, brings an established and ongoing level of operational success at the highest international level, which combines industry experience in device design, manufacturing, distribution and operational systems to navigate through the global regulatory processes including the FDA.  MDMI will evaluate the technology presented to GPM, advise and assist in engineering feedback to the scientists in Russia, and will formulate the pathway to regulatory approval and assist GPM executives to commercialize and market the URO-Stent;

Minimal Invasive Technology Ltd (MIT):   MIT is a Russian manufacturer of various medical devices and holds proprietary rights to the catheter (delivery system), used for the insertion of the URO-Stent.  MIT holds numerous patents to medical devices being manufactured at its Moscow facilities and sold in Russia and surrounding countries.

On December 2, 2003, the Company entered into an agreement to acquire the Licence from MDMI to apply their proprietary Thermal Ablation Technology to augment the Companys URO-Stent in the treatment of BPH.

Under a Research and Development agreement dated December 2003 (the R&D Agreement), MDMI was to provide Research and Development (R&D) services to investigate whether or not the thermal ablation process currently used to treat menorrhea in women is transferable totreating the prostate in men suffering enlarged prostates.  The R&D Agreement provided for MDMI engineers and researchers to take the Thermablate Technology through to animal trials.  The Company retained MDMI to provide a broad range of regulatory, clinical and engineering services on a cost-plus basis together with the issuance of up to 1,000,000 common shares of the Company (of which 500,000 common shares were issued in February 2004 with a non-dilution provision of ten percent ownership).  To proceed, the Company was committed to fund an initial budget of $500,000.  Furthermore, under the terms of the R&D Agreement, the Company was to pay MDMI a royalty fee not to exceed 2.5% of established selling prices of any devices and/or technology development under said agreement. The R&D Agreement between the Company and MDMI would also investigate possible means of integration of the MDMI Thermal Ablation Technology to medical procedures involving the use of the Companys URO-Stent in the successful treatment of BPH.

At September 30, 2004, Management reviewed the status of the Stent program and, in light of the difficulties in raising funds for development and the uncertainty as to the recoverability of the carrying value of the License and Patents, decided to write off the remaining carrying value in accordance with Statement of Financial Accounting Standards (SFAS) No. 144 Impairment of Long-Lived Assets.  However, the Company does intend to continue pursuing financing for the Stent development.  Also as a result of the difficulties encountered in the capital market, the Company was unsuccessful in raising sufficient funds prior to the expiration of the R&D Agreement on November 30, 2004.  However, with respect to URO-Stent, under the 2003 Consortium Agreement the Company will continue to contract the services of MDMI on an as-needed basis to carry out other research and development, protocol for clinical trials and regulatory consultations.



Principal Products or Services and Their Markets



The URO-Stent is braided from a proprietary NiTi shape-memory alloy wire that utilizes its unique shape-memory properties such that when the stent is released under the influence of cold water into the prostate by a catheter delivery system, and, as it reaches body temperature, the stent expands allowing the radial tension of the wire net to hold the blocked portion of the lumen in an open position. The URO-Stent continues to act as a scaffold maintaining an open lumen. The URO-Stent has several advantages over competitive stent technologies: atraumatic design (no sharp ends), more radial rigidity, non-kinkable yet flexible while keeping the lumen diameter constant.  The market for the stent is generally those men over the age of 50 who have an onset of BPH and who are seeking a less invasive solution to current first defense treatments of drug therapy and/or TURP (Transurethral Resection of the Prostate).





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There is a need for an alternative treatment for the 10-15% of BPH patients who are not suitable for traditional transurethral resection of the prostate (TURP) therapy. Less invasive methods for treating BPH are being assessed by the medical profession. These methods offer certain advantages 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 in prostatic stents, there will be an increasing trend for them to replace surgical procedures although the Company expects the TURP procedure to remain the gold standard for the foreseeable future.



In the event of the requisite approvals, the Company estimates that the selling price of a URO-Stent would average $300 per unit.



Distribution Methods of the Products or Services



Through its relationships with MDMI, the URO-Stent, subject to the appropriate regulatory approvals, the marketing and distributing program of the URO-Stent is planned to tie in to the marketing system that MDMI has developed and is successfully utilizing to sell its Thermablation device in various countries around the world.  Generally the approach is;



(1)

to provide appropriate materials to educate physicians and sufferers of BPH about the product as a less invasive alternative to current treatment regimes;



(2)

to represent the device at national and international conferences to inform and influence medical specialists and opinion leaders in the field of Urology to champion the product in their respective countries;



(3)

to arrange for demonstration procedures for medical specialists to be conducted at hospitals in Canada and around the world subject to the stage of regulatory approval in the various jurisdictions;



(4)

on a country-by-country basis to work with the administrative professional bodies governing Urology in each jurisdiction to introduce the device as an alternative procedure;



(5)

to arrange exclusive specialty medical device distribution agreements who typically employ office-to-office and hospital-to hospital salesmen.



Status of any Publicly Announced New Product or Service

The R&D Agreement with respect to Thermablation technology expired November 30, 2004.



Competitive Business Conditions and the Companys Competitive Position in the Industry and Methods of Competition



The Company faces competition from several established products and a number of treatment regimes, including pharmatherapy and prostate resection surgery, that are widely accepted as the gold standard for treatment of the debilitating condition of BPH.  The Company's success is dependent upon acceptance of its product by the medical community as reliable, safe and cost-effective.  In the broader biotechnology industry, there are a large number of well-established companies that have significantly greater financial resources, stronger name recognition, larger development staffs and more extensive marketing and distribution capabilities than we do.



The URO-Stent has been engineered to provide several unique features that are believed to make the URO-Stent competitive in its field:



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

atraumatic design (no sharp ends);



high radial rigidity;



non-kinkable, yet flexible, keeping its radial integrity while keeping the lumen diameter constant;



minimally invasive;



deployed under local anaesthetic; and



cost effective compared to TURP.



These features have been confirmed in the results of clinical trials under the direction of Dr. Dmitri Pushkar gathered from three sites in Moscow and presented in the application to the Russian Ministry of Health for approval for mass production and sale in Russia.



Dr. Pushkar is a member of:





The Presidium Group of the Russian Society of Urology;



The European Urology Association;



The American Urological Association;



The United Nations sponsored Institutional Centre for Science and High Technology;



The International Society of Urology;



The Board of European School of Urology; and



The Editorial Committee of the Urology Journal of Russia.



Sources and Availability of Raw Materials and Names of Principal Suppliers



The principal raw material for the device is currently manufactured in Russia at the government funded IMET facilities. In order to diminish the dependence for the metal from this sole source, the Company will undertake an investigation of NiTi alloy wire with similar properties from other sources including Germany and the United States. The cost of the wire as a component of the final finished, braided, sterilized, packaged and labeled product is less than 20%; therefore the cost of the wire is of less concern than the ongoing availability of the wire from the sole source of supply  IMET in Russia.



Dependence on One or a Few Major Customers



Under the marketing plan, sales will not be dependent on one or a few major customers.  The device will be presented at national and international conferences to inform and influence medical specialists and opinion leaders in the field of Urology.   On a country-by-country basis selected professional bodies governing Urology in each jurisdiction will be approached to work with the Company to introduce the device as an alternative procedure to current, more expensive and more invasive procedures.



Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including duration



Patents



The Company is dependent on patent protection and, in the early stages of development and production it is dependent on various strategic alliances: Russian National Academy of Science, Department of Urology Moscow Medical Semashko Institute, Department of Materials and Metals Engineering, the A.A Baikov Institute of Metallurgy and Materials Technology of Russian Academy of Science and MDMI in British Columbia. Maintaining a satisfactory working relationship with these groups is essential to acquiring the NiTi wire to manufacture the URO-Stent although it is believed that the wire can be sourced in the United States.





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The URO-Stent has IP protection in that it has been granted a patent by the Patent Office of Russia and is the subject of a pending application under the international Patent Cooperation Treaty.  The Companys patent lawyers in Canada will continue to work in conjunction with TransTechnology in Moscow, a State sponsored institution established to protect Russian IP, to manage the IP of the URO-Stent.



During the year ended December 31, 2004, the Company incurred $15,000 in legal and consulting fees to file patents of the Stent technology in the United States, Japan and Russia.



Licences



On September 23, 2002 the Company entered into an exclusive worldwide Technology Licence Agreement with Global Medical Sciences Ltd. (GMS) to commercialize and further develop the medical device technology known as the URO-Stent (the Licence).  The Licence was granted in consideration of the issuance of 4,030,079 restricted Common Shares of the Company with a deemed value of $4 million.  For financial accounting purposes, these shares have been recorded at a value of $2.1 million based on an average share price of the Company two days before and after the acquisition of the Licence.

In September2004, Management reviewed the status of the URO-Stent program and, in light of the difficulties in raising funds for development and the uncertainty as to the recoverability of the carrying value of the License and patents, decided to write off the remaining carrying value of $2,112,182 in accordance with Statement of Financial Accounting Standards (SFAS) No. 144 Impairment of Long-Lived Assets.  However, the Company does intend to continue pursuing financing for the URO-Stent development.

The R&D Agreement between the Company and MDMI to acquire an exclusive worldwide licence from MDMI (Thermablate Licence) in order to apply their patented Thermal Ablation Technology to augment the Companys URO-Stent in the treatment of BPH expired November 30, 2004, without further renewal.  However, the Company will continue to contract the services of MDMI on an as-needed basis to carry out other research and development, protocol for clinical trials and regulatory consultations.



Need for any Governmental Approval of Principal Products or Services



In association with materials research scientists, medical specialists, medical device engineers and medical regulatory advisors the Company made an application to the Russian Ministry of Health to seek approval for mass production and sale of the URO-Stent in Russia. Approval was received on October 23, 2003.

Through its strategic partner MDMI, attempts to gain Special Access (Compassionate Use) procedures in Canada will be made with the view to building the clinical data base in a Western-based hospital setting to lay the foundation for applications for approval and sale to both Health Canada and the FDA.



The Company does not expect to begin the regulatory approval process in Canada until the second half of 2005, and CE Mark and applications for clinical trials in the United States until 2008, and will only pursue approval and marketing of its products in the countries recognizing the CE Mark, such as most European and Asian countries.



Effect of Existing or Probable Governmental Regulations on the Business



Regulatory approval of the safety, efficacy and production certification is a prerequisite of all of the markets where the Company intends to market the URO-Stent. Government regulations on the business are a critical element in the success or failure of the Company.  In order to address this issue, the Companys strategic partner MDMI, which has had extensive experience in medical device design, human clinical trials and regulatory approvals, will be supplying specialists in the field of regulatory work to formulate the protocols for clinical trials and the approval applications process for use and sale of the URO-Stent in the important medical device markets.



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The amount spent on research and development activities for the fiscal year ended December 31, 2004 was $173,594 (2003  $44,851).  The 2004 research and development expenditures of $173,594 include the issue of 500,000 common shares to MDMI which were valued at $160,000 for accounting purposes using the quoted market value of our common stock on the agreement date and charged to research and development expense.  We do not currently have any customers as production of any device for sale has not yet been achieved.



There is no requirement for compliance with any environmental laws (federal, state, province and local).



Employees



The Company currently has no employees, full-time or otherwise, but engages consultants to carry out specific functions in the fields of corporate and business development.



ITEM

2.

DESCRIPTION OF PROPERTY



The Company has no significant material assets in the way of plants or property.  Each of the Chief Executive Officer and the Corporate Secretary supply office space and equipment to the Company under their respective consulting agreements.Our head office is located at #536  1489 Marine Drive, West Vancouver, British Columbia, Canada V7T 1B8, on a month-to-month rental arrangement with the spouse of our Chief Executive Officer.



ITEM

3.

LEGAL PROCEEDINGS



The Company is not involved in any material pending litigation, nor are we aware of any material pending or contemplated proceedings against the Company.  We know of no material legal proceedings pending or threatened, or judgments entered against, any of our directors or officers in their capacity as such.



ITEM

4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders of the Company during the quarter ended December 31, 2004.  The Company has not set a date for the annual meeting to be held in 2005.





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PART II





ITEM

5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



The Common Shares of the Company were quoted on the NASDs OTC Bulletin Board under the symbol GBPMF until March 24, 2004, when the symbol was changed to GBPM to reflect that the Company continued out of British Columbia and became a Wyoming Corporation. On November 17, 2004, the symbol was changed to GBPME to reflect that the Company was late with its required filings with the U.S. Securities & Exchange Commission. The Companys Common Shares are not listed on any exchange.  The following table sets forth the high and low bid prices for the Companys Common Shares as reported by the OTC Bulletin Board and Pink Sheets, LLC, reported on a fiscal quarter basis for the two most recent fiscal years ending December 31, 2004:



|              | Year Ended December 31, 2004 | Year Ended December 31, 2003
|------------- | ---------------------------- | ----------------------------
|Quarter Ended | ($) High                     | ($) Low                     
|March 31      | 0.35                         | 0.20                        
|June 30       | 0.25                         | 0.15                        
|September 30  | 0.16                         | 0.07                        
|December 31   | 0.14                         | 0.10                        



The quotations reflect inter-dealer prices, without retail markups, markdowns, or commissions and do not necessarily represent actual transactions.

Holders



As of June 22, 2005, there were approximately 38 holders of record of the Companys Common Stock.



Dividends



While there currently are no restrictions prohibiting the Company from paying dividends to its shareholders, the Company has not paid any cash dividends on its Common Stock in the past and does not anticipate paying any dividends in the foreseeable future.  Earnings, if any, are expected to be retained to fund future operations of the Company.  There can be no assurance that the Company will pay dividends at any time in the future.



Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities



During the third quarter of the year ended December 31, 2004, the Company issued securities that were not registered under the Securities Act of 1933 as follows:



An aggregate of 2,018,000 common shares of the Companys Common Stock at $0.05 per common share were issued to 21 investors pursuant to a private placement that closed on August 30, 2004.  Included in the shares issued, were 150,000 common shares issued to the Companys Chief Executive Officer at $0.05 as settlement of $7,500 (based on the price of the private placement) due to him for unpaid remuneration.  The remaining 1,868,000 common shares were issued for cash proceeds of $93,400 and the funds were used to pay for outstanding accounts payable and ongoing operations.

The common shares were issued by the Company pursuant to Rule 903 of Regulation S. Each of the purchasers is a Canadian citizen and resident, and the certificates issued were marked with restrictive legends and stop transfer orders were placed with the Companys transfer agent.



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ITEM

6.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The Company has not had any revenues from operations in each of the last two fiscal years, nor in the last fiscal year and the period January 1, 2005, through to the date of this document.



Plan of Operation



Managements plan for the next twelve months calls for the Company to further develop the URO-Stent technology and to prepare the documentation based on Russian clinical trials for an application for regulatory approval in Canada. Although, the R & D agreement between the Company and MDMI has expired on November 30, 2004, without further renewal, the Company intends to continue pursuing financing for the URO-Stent development.



(i)

It is expected that US$13,000 per month will cover telephones, regulatory administration help and literature research for the foreseeable future. Minimal staffing is required to maintain the Company while further research and monitoring of the literature on current medical developments is carried out.  Medical developments in related fields are underway that are expected to have a direct application to the shortcomings of the URO-Stent.



Together with the Companys plan to continue the URO Stent development research, for the next 12 months, approximately $180,000 in additional funds will have to be raised by the Company over the next year.  Restenosis (proliferation of cells due to irritation) and the formation of crystals poses a challenge for the further development of the URO-Stent.  These occurrences cause blockage of the passageway formed by the stent in the urethra in a significant number of patients requiring removal of the stent.  The Company will be investigating the state-of-the-art stent coatings and drug eluting stent technology to see if there may be an existing technology applicable to the URO-Stent to overcome the problems currently associated with it.



The Company will be dependent on future financing to fund its R&D as well as other working capital requirements.  The Company is currently anticipating further subscriptions for its common stock by way of private placement but there can be no assurance that these financings will be completed or that they will result in raising sufficient proceeds for the Company to meet its current and expected working capital needs. If sufficient funding is not available, we may have to temporarily suspend or significantly scale back our planned research and development program. Until such time when further equity financing is completed, the Company is relying on advances from its Chief Executive Officer to provide the required capital for the Company to meet its operating obligations.  Subsequent to December 31, 2004, the Companys Chief Executive Officer advanced $36,500 of non-interest bearing demand loan to the Company as working capital for day-to-day operations.



(ii)

Under the terms of the Consortium Agreement, the technology and production process will be validated and transferred to North America and approvals for the use and sale of the URO-Stent will be applied for in Canada.



Further product R&D is needed to improve the performance of the URO-Stent to meet North American medical requirements for which the Company will be relying on MDMI, which has extensive experience in device design, manufacturing and operational systems to implement improvements.



(iii)

In the next twelve months there are no anticipated needs for the purchase of plant or equipment



(iv)

The Company has no employees currently, as work is contracted out to consultants.





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At December 31, 2004, the Company has not yet generated revenue to date, has a working capital deficiency of $72,986 (December 31, 2003 - $6,069) and has an accumulated deficit as at December 31, 2004 of $5,059,630 (December 31, 2003 - $2,391,666). The Company is now in the business of commercializing and developing a medical device known as the Urethral Stent (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.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Accordingly, our independent auditors included an explanatory paragraph in their report on the December 31, 2004 consolidated financial statements regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.



Critical Accounting Policies and Estimates



The Company's discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to impairment of long-lived assets, income taxes, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



An accounting policy that is critical to the understanding of the Companys financial statements is the accounting for its Licence and Patents, Functional Currency and Foreign Currency Translation, Research and Development Costs and Stock-Based Compensation.  The Companys consolidated financial statements are prepared in accordance with previous years, except for the change from the use of the Canadian dollar as the functional currency, to the use of the U.S. dollar as the functional currency.



Licence and Patents

The Companys licence and patents for intellectual property rights to the URO Stent technology was recorded at cost and was being depreciated on a straight-line basis over its estimated useful life of ten years.  The carrying value of the Companys licence and patents was 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. An impairment loss is recognized when the carrying amount exceeds the fair value.  As the Company has not generated any revenue, management relies on its experience and judgment in assessing the assumptions used to estimate future cash flows.  External and market condition will greatly affect managements judgment and estimates and thus require adjustment to the carrying value of the License and Patents.



In February 2004, the Company issued 500,000 shares of our common stock to MDMI pursuant to the agreement described elsewhere in this document in exchange for a licence to the Thermal Ablation Technology.  The value assigned to this share issuance, based upon the quoted market price for our common shares, was $160,000.  This amount was subsequently written off during the year ended December 31, 2004 to research and development expense due to concerns about the uncertainty as to the recoverability of the remaining carrying value of the Licence and Patents.   At September 30, 2004, Management reviewed the status of the Stent program and, in light of the difficulties in raising funds for development and the uncertainty as to the recoverability of the carrying value of the License and Patents, decided to write off the remaining carrying value of $2.1 million to research and development expense in accordance with Statement of Financial Accounting Standards (SFAS) No. 144 Impairment of Long-Lived Assets.  However, the Company does intend to continue pursuing financing for the Stent development.



12











Functional Currency and Foreign Currency Translation



Effective December 31, 2003, the Company changed its reporting currency to the U.S. dollar from the Canadian dollar.  The consolidated financial statements of the Company at December 31, 2003 were translated into U.S. dollars using the current rate method.  Assets and liabilities were translated at the rate of exchange prevailing at the balance sheet date.  Stockholders equity (capital deficit) was translated at the applicable historical rate.  Revenue and expenses were translated at a weighted average rate of exchange for the year.  Translation gains and losses were included as part of the accumulated other comprehensive income  foreign exchange gains.



Effective January 1, 2004, the Company also changed its functional currency to the U.S. dollar as the Company has continued its operations from Canada into the State of Wyoming in the United States of America and is seeking financing for its operations in US dollars through US equity markets.  Transactions denominated in currencies other than the functional currency are recorded in the functional currency using the exchange rates in effect on the transaction date.  Monetary assets and liabilities in denominated in Canadian dollars are translated at the rate of exchange prevailing at the balance sheet date.  Exchange gains and losses arising therefrom are included in net loss for the period.  No restatement of comparative numbers was made for the change in functional currency.  The change was adopted prospectively.



Research and Development Costs



The Company expensed all research and development costs as incurred, including costs related to product and technology development.



Stock-based Compensation



SFAS 123 requires the use of the fair value based method of accounting for stock options granted to all non-employees.  Accordingly, the Company measured compensation costs at the grant date as the fair value of the options granted and recognized the costs over the vesting period.  These amounts are charged to operations over the vesting period of the individual stock options.



As permitted under SFAS No. 123, Accounting for Stock-Based Compensation , the Company has accounted for employee and director (for options granted for director services) stock options in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and has also made the pro forma disclosures as required by SFAS 123.



New Accounting Pronouncements



On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment. SFAS No. 123(R) would require the Company to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements. In addition, SFAS No. 123(R) will require additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. For public entities that file as a small business issuer, SFAS No. 123(R) is effective for the first interim or annual reporting period of the registrants first fiscal year beginning on or after December 15, 2005.



In December 2004, FASB issued SFAS No. 153 Exchange of Non-Monetary Assets  an Amendment of APB Opinion No. 29 to amend Opinion 29 by eliminating the exception for non-monetary exchanges of similar productive assets and replaces it with general exception for exchanges of non-monetary assets that do not have commercial substance.  A non-monetary exchange is defined to have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.



13











The Company is assessing the effect on the consolidated financial statements as a result of the implementation of these new standards.



Off Balance-sheet Arrangements

We do not have any off balance sheet arrangements as of December 31, 2004 or as of the date of this report.



14









ITEM 7.

FINANCIAL STATEMENTS



Index to Financial Statements





|                                                                                                                                                                                                |      | Global Precision Medical Inc.    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---------------------------------
|                                                                                                                                                                                                |      | (A Development Stage Company)    
|                                                                                                                                                                                                |      | Consolidated Financial Statements
|                                                                                                                                                                                                |      | December 31, 2004 and 2003       
|                                                                                                                                                                                                |      | (Expressed in US Dollars)        
|                                                                                                                                                                                                |      | Contents                         
|                                                                                                                                                                                                | Page
|Report of Independent Registered Public Accounting Firm                                                                                                                                         | 16  
|                                                                                                                                                                                                |     
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                                                                                                                    | 17  
|                                                                                                                                                                                                |     
|Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2004 and 2003 and for the cumulative period from August 24, 1990 (inception) to December 31, 2004 | 18  
|                                                                                                                                                                                                |     
|Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003 and for the cumulative period from August 24, 1990 (inception) to December 31, 2004.                       | 19  
|                                                                                                                                                                                                |     
|Consolidated Statements of Changes in Stockholders Equity (Capital Deficit) for the cumulative period from August 24, 1990 (inception) to December 31, 2004                                    | 20  
|                                                                                                                                                                                                |     
|Summary of Significant Accounting Policies                                                                                                                                                      | 22  
|                                                                                                                                                                                                |     
|Notes to Consolidated Financial Statements                                                                                                                                                      | 28  







15











BDO Dunwoody LLP

600 Cathedral Place

Chartered Accountants

925 West Georgia Street

Vancouver, BC, Canada V6C 3L2

Telephone:  (604) 688-5421

Telefax:  (604) 688-5132

E-mail:  vancouver@bdo.ca

www.bdo.ca

|Report of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To the Directors and Stockholders of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Global Precision Medical Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(A Development Stage Company)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|We have audited the Consolidated Balance Sheets of Global Precision Medical Inc. (a development stage company) as at December 31, 2004 and 2003 and the Consolidated Statements of Operations and Comprehensive Loss, Cash Flows, and Changes in Stockholders Equity (Capital Deficit) for the years then ended and for the period from August 24, 1990 (inception) to December 31, 2004.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
|In our opinion, these financial statements present fairly, in all material respects, the financial position of Global Precision Medical Inc. (a development stage company) as at December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended and for the period from August 24, 1990 (inception) to December 31, 2004 in conformity with United States generally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements the Company has recognized no revenue,has accumulated losses of $5,059,630 since its inception, has difficulties in raising funds for development, and has not yet determined whether the URO-Stent can be brought to commercial production and sale. These conditions raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in regard to these matters are described in Note1.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                     
|/s/ BDO Dunwoody LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Chartered Accountants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Vancouver, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|May 3, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



16











|Global Precision Medical Inc.                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                         
|Consolidated Balance Sheets                                                                                                           
|(Expressed in US Dollars)                                                                                                             
|December 31                                                                                                                           
|                                                                                                                                      
|                                                                                                                                      
|Assets                                                                                                                                
|                                                                                                                                      
|Current                                                                                                                               
|Cash                                                                                                                                  
|Receivables                                                                                                                           
|Prepaid expenses                                                                                                                      
|TOTAL CURRENT ASSETS                                                                                                                  
|Licence and patents (Note 2)                                                                                                          
|TOTAL ASSETS                                                                                                                          
|                                                                                                                                      
|LIABILITIES AND STOCKHOLDERS EQUITY (CAPITAL DEFICIT)                                                                                
|                                                                                                                                      
|Liabilities                                                                                                                           
|                                                                                                                                      
|Accounts payable                                                                                                                      
|Accrued liabilities                                                                                                                   
|Due to stockholder (Note 3)                                                                                                           
|TOTAL LIABILITIES                                                                                                                     
|                                                                                                                                      
|Stockholders Equity (Capital Deficit)                                                                                                
|Capital Stock (Note 4)                                                                                                                
|Authorized                                                                                                                            
|Unlimited common shares, no par value                                                                                                 
|Issued                                                                                                                                
|11,553,075 common shares (2003  9,035,075)                                                                                           
|Common stock to be issued (Note 5)                                                                                                    
|Additional paid-in capital                                                                                                            
|Deficit accumulated during the development stage                                                                                      
|Accumulated other comprehensive income
 foreign exchange gains                                                                       
|TOTAL STOCKHOLDERS EQUITY (CAPITAL DEFICIT)                                                                                          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
(CAPITAL DEFICIT)                                                                          
|The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.



17











|Global Precision Medical Inc.                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                         
|Consolidated Statements of Operations and Comprehensive Loss                                                                          
|(Expressed in US Dollars)                                                                                                             
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Expenses                                                                                                                              
|Accounting and audit                                                                                                                  
|Amortization                                                                                                                          
|Business development                                                                                                                  
|Consulting (Note 8)                                                                                                                   
|Filing Fees                                                                                                                           
|Bank Charges                                                                                                                          
|Foreign exchange loss                                                                                                                 
|Legal  fees                                                                                                                           
|Office                                                                                                                                
|Research and development (Notes 4 and 6)                                                                                              
|Stockholder information                                                                                                               
|Transfer agent                                                                                                                        
|Travel                                                                                                                                
|Write-down of licence and patents (Note 2)                                                                                            
|Loss from continuing operations                                                                                                       
|Loss from discontinued operations                                                                                                     
|Net loss for the period                                                                                                               
|Foreign exchange translation adjustments                                                                                              
|Comprehensive loss for the period                                                                                                     
|                                                                                                                                      
|Loss per share  basic and diluted                                                                                                    
|                                                                                                                                      
|Weighted average shares outstanding                                                                                                   
|                                                                                                                                      
|The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.



18











|Global Precision Medical Inc.                                                                                                                                                                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                                                                                     
|Consolidated Statements of Cash Flows                                                                                                                                                             
|(Expressed in US Dollars)                                                                                                                                                                         
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|                                                                                                                                                                                                  
|Cash provided by (used in)                                                                                                                                                                        
|Net loss from continuing operations                                                                                                                                                               
|Adjustments to reconcile net loss for the period to cash used in
operating activities:                                                                                                            
|Write-down of license and patents                                                                                                                                                                 
|Amortization                                                                                                                                                                                      
|Stock option compensation                                                                                                                                                                         
|Common stock issued as compensation (Note 6)                                                                                                                                                      
|Expenses settled by issuance of capital stock                                                                                                                                                     
|Net changes in non-cash working capital items (Note 9)                                                                                                                                            
|Cash used in continuing operations                                                                                                                                                                
|Cash used in discontinued operations (Note 9)                                                                                                                                                     
|Cash used in operating activities                                                                                                                                                                 
|Cash flows used in investing activities                                                                                                                                                           
|Acquisition of patents                                                                                                                                                                            
|                                                                                                                                                                                                  
|Cash flows provided by financing activities                                                                                                                                                       
|Advances from stockholder                                                                                                                                                                         
|Capital stock issued for cash                                                                                                                                                                     
|Cash provided by financing activities                                                                                                                                                             
|Net increase (decrease) in cash                                                                                                                                                                   
|Effect of foreign exchange on cash                                                                                                                                                                
|Cash,beginning of period                                                                                                                                                                          
|Cash,end of period                                                                                                                                                                                
|Supplemental disclosure of cash flow information:                                                                                                                                                 
|Cash paid during the period for:                                                                                                                                                                  
|Interest                                                                                                                                                                                          
|Income taxes                                                                                                                                                                                      
|Supplemental disclosure of non-cash investing and financing activities:                                                                                                                           
|During the year ended December 31, 2004, the Company:                                                                                                                                             
|a)       Issued 500,000 shares of common stock, valued at $160,000 pursuant to a research and development agreement (Note 6).
The stock issue was charged to research and development expense; and
|b)       Issued 150,000 common shares in settlement of stockholder a loan of $7,500.                                                                                                              
|During the year ended December 31, 2003, the Company:                                                                                                                                             
|a)       Issued 110,000 common shares in settlement of a stockholder loan of $22,000; and                                                                                                         
|b)       Issued 40,750 common shares as a commission on the private placement                                                                                                                     
|The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.                                                            



19











|Global Precision Medical Inc.                                               
|----------------------------------------------------------------------------
|(A Development Stage Company)                                               
|Consolidated Statements of Changes in Stockholders Equity (Capital Deficit)
|(Expressed in US Dollars)                                                   
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Issued for cash on inception in August 1990, at $0.04 per share             
|Loss for the year ended December 31, 1994                                   
|Foreign currency translation adjustment                                     
|Balance, December 31, 1994                                                  
|Loss for the year                                                           
|Foreign currency translation adjustment                                     
|Balance, December 31, 1995                                                  
|Issued to settle stockholder loan at $1.10 per share                        
|Subscriptions received                                                      
|Loss for the year                                                           
|Foreign currency translation adjustment                                     
|Balance, December 31, 1996                                                  
|Subscriptions received                                                      
|Loss for the year                                                           
|Foreign currency translation adjustment                                     
|Balance, December 31, 1997                                                  
|Issued for cash at $2.53 per share                                          
|Subscriptions received                                                      
|Loss for the year                                                           
|Foreign currency translation adjustment                                     
|Balance, December 31, 1998                                                  
|Issued for cash on private placement at $2.97 per share                     
|Issued to settle stockholder loan at $1.01 per share                        
|Subscriptions received                                                      
|Issued to settle subscriptions at $1.94 per share                           
|Issued to settle accounts payable at $2.02 per share                        
|Loss for the year                                                           
|Foreign currency translation adjustment                                     
|Balance, December 31, 1999  carried forward                                











The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.



20











|Global Precision Medical Inc.                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                         
|Consolidated Statements of Changes in Stockholders Equity (Capital Deficit) - Continued                                              
|(Expressed in US Dollars)                                                                                                             
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Balance, December 31, 1999  brought forward                                                                                          
|Loss for the year                                                                                                                     
|Foreign currency translation adjustment                                                                                               
|Balance, December 31, 2000                                                                                                            
|Loss for the year                                                                                                                     
|Foreign currency translation adjustment                                                                                               
|Balance, December 31, 2001                                                                                                            
|Issued to settle stockholder loan at $0.08 per share                                                                                  
|Issued for cash on private placement at $0.75 per share                                                                               
|Issued to settle debt at $0.125 per share                                                                                             
|Issued to acquire licence at $0.52 per share                                                                                          
|Issued for compensation at $0.10 per share                                                                                            
|Stockholder contributions                                                                                                             
|Loss for the year                                                                                                                     
|Foreign currency translation adjustment                                                                                               
|Balance, December 31, 2002                                                                                                            
|Issued for cash on private placement at $0.20 per share (Note 4)                                                                      
|Issued to settle stockholder loan at $0.20 per share (Note 4)                                                                         
|Issued as a commission in connection with the above (Note 4)                                                                          
|Issued as reimbursement of expenses at $0.20 per share (Note 4)                                                                       
|Common stock to be issued as compensation for services (Note 5)                                                                       
|Loss for the year                                                                                                                     
|Foreign currency translation adjustment                                                                                               
|Balance, December 31, 2003                                                                                                            
|Issued pursuant to MDMI agreement (Note 6)                                                                                            
|Issued for cash on private placement at $0.05 per share (Note 4)                                                                      
|Issued to settle stockholder loan at $0.05 per share (Note 4)                                                                         
|Stock option compensation (Note 4)                                                                                                    
|Loss for the year                                                                                                                     
|Balance, December 31, 2004                                                                                                            
|The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.



21











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|Basis of Presentation                     
|                                          
|Basis of Consolidation                    
|                                          





22











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|Use of Estimates                          
|License and Patents                       
|Research and Development                  



23











|Global Precision Medical Inc.                
|---------------------------------------------
|(A Development Stage Company)                
|Summary of Significant Accounting Policies   
|(Expressed in US Dollars)                    
|December 31, 2004 and 2003                   
|Foreign Currency Translation and Transactions
|                                             
|Long-lived Assets and Discontinued Operations
|                                             





24











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|Loss Per Share                            
|                                          
|Stock-Based Compensation                  
|                                          
|                                          



| | 2004
2003

Net loss, as reported
$(2,667,964)
$(570,321)

Deduct total stock-based employee
compensation expense determined
under fair-value based methods for
all awards
(121,093)
(1,282)

Pro-forma net loss
$(2,789,057)
$(571,603)
Loss per common share:
Basic and diluted  as reported
$(0.26)
$(0.07)
Basic and diluted  pro-forma
$(0.28)
$(0.07)
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                             



25











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|Stock-Based Compensation
- Continued      
|                                          
|Income Taxes                              
|                                          
|Development Stage                         
|Comprehensive Income                      
|Fair Value of Financial Instruments       





26











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Summary of Significant Accounting Policies
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|Receivables                               
|New Accounting Pronouncements             
|                                          
|                                          



27











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|1.                                        
|                                          
|                                          
|                                          
|                                          
|                                          



28











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|2.                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|3.                                        
|                                          



29











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|4.                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          

30





|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|4.                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          



| |                          | 2004     | 2003
| | ------------------------ | -------- | ----
| |                          |          |     
| | Consulting               | $
40,894 | $
- 
| | Research and development | 8,595    | -   
| |                          | $
49,489 | $
- 



31











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|4.                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|5.                                        
|                                          



32











|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|6.                                        
|                                          
|                                          
|                                          
|                                          



33





|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|7.                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          





34









|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|7.                                        
|                                          
|                                          
|8.                                        
|                                          
|                                          
|                                          
|                                          



35









|Global Precision Medical Inc.             
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in US Dollars)                 
|December 31, 2004 and 2003                
|9.                                        
|a)                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|b)                                        
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          





36









ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Effective March 4, 2004, the Company changed their principal independent accountants from Deloitte Touche LLP (Deloitte), Chartered Accountants, of Vancouver, British Columbia, to BDO Dunwoody LLP (BDO), Chartered Accountants, of Vancouver, British Columbia, who have been engaged as the Companys principal independent accountants for the fiscal year ended December 31, 2004 and 2003.  Deloitte had been the principal independent accountant of the Company since 1997.



Deloitte issued an unqualified opinion on the Companys consolidated financial statements for the year ended December 31, 2002 in their report dated July 4, 2003.  However, additional paragraphs were included in their comments on Canada-United States of America reporting differences explaining that the consolidated financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, and that the Company had changed its accounting policy, under Canadian generally accepted accounting principles, with respect to stock-based compensation and other stock-based payments.



The change of principal independent accountants from Deloitte to BDO was recommended by the Companys Audit Committee to the Board of Directors.



The Board of Directors approved the appointment of BDO as independent accountants for the fiscal year ending December 31, 2004 and 2003.



There were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Deloittes satisfaction, would have caused Deloitte to make reference to the subject matter of such a disagreement in this report.



ITEM 8A.

CONTROLS AND PROCEDURES



As of December 31, 2004, under the supervision and with the participation of Lindsay Semple, the Company's Chief Executive Officer and Acting Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2004. There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.



ITEM 8B.

OTHER INFORMATION



None

PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



The following table sets forth certain information regarding the Companys directors and executive officers as of the date of this report:

|Name and Position   | Age | Director of the Company Since | Other Offices Held(2)   
|------------------- | --- | ----------------------------- | ------------------------
|SEMPLE, Lindsay (1) | 61  | September 23, 2002            | Chief Executive Officer 
|ELLIOTT, James (1)  | 47  | September 23, 2002            | Chief Technology Officer
|WEISS, Boris (1)    | 41  | September 23, 2002            | -                       





37







(1)

Member of the Audit Committee

(2)

All officers were appointed September 23, 2002.



The following sets out the principal occupation, past five years business experience and other directorships held by each of the directors and executive officers of the Company:





Lindsay 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.  He was the Managing Director, President and Secretary of PNG Hardwoods Inc., a private company, from June 1998 to October 2001; and arranged for the financing and construction of a downstream hardwood sawmilling plant in Papua, New Guinea.  He was Director of Minera Rayrock Inc. (TSE), from May 1993 to June 1998 during which time the Ivan/Zar copper mine was put into production in Chile.



In February 2002 Mr. Semple arranged the settlement for outstanding trade, professional and bank debts owed by San Antonios Resources Inc. and supervised bringing current all Corporate and Regulatory Requirements of San Antonios Resources Inc., including, but not limited to, Accounting and Auditing for the year ending December 31, 2001.  The 2001 Annual Report was filed by way of a Form 20-F and Tax Returns for San Antonios Resources Inc. covering 1999, 2000 and 2001 were prepared and submitted.



In September 2002 Mr. Semple arranged for a change of business direction of San Antonios Resources Inc. away from mining into the Medical Device industry.  On September 23, 2002 he became a director and Chief Executive Officer of the Company.  He has retained those positions to the present.





James Elliott, director and Chief Technology Officer of the Company, 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.



Boris Weiss, a director of the Company, has been President and Director of Advanced Mapping Group Ltd. (AMG), a private resource management, investment and consulting firm servicing a number of North and South American companies since July 1997. From April 1998 to June 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.  Since July 1998, Mr. Weiss has been Secretary and Vice President of Virgin Forestal Parks Inc., a private firm specializing in business development, marketing and sales; and since May 1990, he has been President and Secretary of Western High Tech Ltd., a private management, business development, marketing and sales firm.

The Audit Committee does not currently have an audit committee financial expert.  The Board of Directors does not have an audit committee financial expert at this time due to the fact that the Company has only limited operations and no revenues.

Under Section 16 of the Securities Exchange Act 1934, the Companys directors and executive officers and persons holding more than 10% of the Companys Common Stock are required to report their initial ownership of Common Stock and subsequent changes to that ownership to the Securities and Exchange Commission by specified due dates.  Based solely on a review of copies of such forms, or written representations of such persons, to the Companys knowledge all of these filing requirements were satisfied, with the exception of the following directors, officers or 10% shareholders, who failed to file required forms in a timely manner:



38









|               |                                      | No. of forms not filed in a timely manner
|-------------- | ------------------------------------ | -----------------------------------------
|Name           | Director, Officer or 10% Shareholder | Form 3                                   
|James Elliott  | Director & Chief Technology Officer  | -                                        
|Lindsay Semple | Director & Chief Executive Officer   | -                                        
|Boris Weiss    | Director                             | -                                        

With the exception of James Elliott the required filings have now been made.

Code of Ethics



The Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in 2004 but is expected to do so in 2005.



ITEM 10.

EXECUTIVE COMPENSATION

The following table sets forth all compensation paid by the Company, for the years ended December 31, 2004, 2003 and 2002 to the Company's Named Executive Officers.



Named Executive Officers are all individuals serving as the Companys Chief Executive Officer (CEO) or acting in a similar capacity during the last completed fiscal year, regardless of compensation level.



SUMMARY COMPENSATION TABLE



|Name and
Principal Position | Annual Compensation | Long-Term Compensation | All Other
Compen-sation
($)
|--------------------------- | ------------------- | ---------------------- | ---------------------------
|                            |                     | Awards                 | Payouts                    
|                            | Year (2)            | Salary
($)             | Bonus
($)                  
|Lindsay Semple (1)
CEO      | 2004
2003
2002      | 46,730
Nil
Nil         | Nil
Nil
Nil                
|Antonios Kripotos (6)       | 2002                | 75,000(7)              | Nil                        

(1)

Mr. Semple became a director and CEO of the Company effective September 23, 2002.

(2)

Fiscal year ended December 31.

(3)  Mr. Semple was awarded 100,000 common shares at a price of $0.10 per share.

(4)

These options were cancelled during the fiscal year ended December 31, 2004.

(5)

Options issued during 2004.

(6)  Mr. Kripotos served as President, a director and CEO of the Company until September 23, 2002.

(7)

Mr. Kripotos subsequently forgave payments owed by the Company of $75,000 and $6,000 in salary in 2002.

(8)

The stock options expired June 6, 2002.



39









No executive officer received cash compensation in excess of $100,000 during the fiscal years ended December 31, 2004, 2003 or 2002.



The Company has no employment agreements with its Executive Officers, but does have consultancy agreements with Lindsay Semple, Chief Executive Officer and James Elliott, Chief Technology Officer, described below under Certain Relationships and Related Party Transactions, Management Relationships.



OPTION/SAR GRANTS IN LAST FISCAL YEAR

(Individual Grants)



The following table sets forth the options granted to the Companys Named Executive Officer during the fiscal year ended December 31, 2004:



|Name                | Securities
Acquired on Exercise
(#) | Value Realized
($) | Number of Shares Underlying Unexercised Options at 12/31/04
Exercisable/Unexercisable
(#) | Value of Unexercised in-the-Money Options/SARs at 12/31/04
Exercisable/Unexercisable
($)
|------------------- | ----------------------------------- | ------------------ | ----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|Lindsay Semple, CEO | 0                                   | 0                  | 525,000/0 (2)                                                                             | $0/$0(1)                                                                                

(1)

The difference between fair market value of the Companys Common Stock at the fiscal year end December 31, 2004 and the exercise price.  An option is in-the-money if the exercise price per share is less than the market value per share.  The option exercise price of $0.40 did not exceed the trading price of the Companys Common Stock during the fiscal year ended December 31, 2004.

(2)

See Stock Option Plan Information, Stock Option, below.



AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES



The Named Executive Officer(s) did not exercise any options during the most recently completed fiscal year ended December 31, 2004.



During the fiscal year ended December 31, 2004, 750,000 options exercisable at $1.00 per share were canceled.



On January 30, 2004, 1,865,000 options were granted under the Plan, exercisable at $0.40 per share until January 30, 2009, fully vested on July 30, 2004.  Of these options, 1,100,000 were granted to directors (excluding those granted to the Named Executive Officer who is also a director) of the Company and 525,000 to the Named Executive Officer.  Subsequently, 450,000 of the new options granted to two former directors were canceled.

STOCK OPTION PLAN INFORMATION



2002 Stock Option Plan



On August 28, 2002 the Board of Directors of the Company authorized the approval of the 2002 Stock Option Plan covering options to acquire up to 2,000,000 shares of Common Stock (the Plan).  The shareholders approved the Plan at the annual meeting held on September 23, 2002.



The Plan provides for the granting of stock options, including Incentive Stock Options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and Non-Statutory Stock Options ("NSOs").  A Nonqualified Stock Option is a stock option that is not an Incentive Stock Option.  The term option used herein shall refer to Incentive Stock Options and Nonqualified Stock Options, collectively.



40









The Plan allows the Board of Directors, or a committee thereof at the Board's discretion (the Board), to grant stock options to officers, directors, key employees, and consultants of the Company and its affiliates (Participant).  An aggregate of 2,000,000 shares of Common Shares has been reserved for issuance upon exercise of the options granted under the Plan.  Pursuant to the Plan:



ISOs.  The per share price to be paid by the Participant at the time an ISO is exercised shall be determined by the Board, in its discretion, at the date of grant and shall be set forth in the Option Agreement; provided, however, that such price shall not be less than (i) 100% of the Fair Market Value of one (1) Share on the date the Option is granted, or (ii) 110% of the Fair Market Value of one (1) Share on the date the Option is granted if, at that time the Option is granted, the Participant owns, directly or indirectly (as determined pursuant to Section 424(d) of the Code), more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporation of the Company).



The period during which an ISO may be exercised shall be fixed by the Board in its sole discretion at the time such Option is granted; provided, however, that in no event shall such period exceed 10 years from its date of grant or, in the case of a Participant who owns, directly or indirectly (as determined pursuant to Section 424(d) of the Code), more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary of the Company), 5 years from its date of grant.



NSOs.  The per share price to be paid by the Participant at the time an NSO is exercised shall be determined by the Board, in its sole discretion.

The period during which an NSO may be exercised shall be fixed by the Board in its sole discretion at its date of grant; provided, however, that in no event shall such period exceed 10 years and one month from its date of grant.



The Board may suspend, terminate or amend the Plan at any time, provided, however, that Shareholder approval is required if and to the extent the Board determines that such approval is appropriate for purposes of satisfying Section 422 of the Code or Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.  The Plan shall terminate at midnight (local Vancouver time) on June 26, 2012, and may be terminated prior thereto by Board action, and no Option shall be granted after such termination.  Notwithstanding the foregoing, no ISOs shall be granted after the expiration of 10 years from the earlier of the date of adoption of the Plan or the date of Shareholder approval.  Options outstanding at Plan termination may continue to be exercised in accordance with their terms.



Stock Options



During the fiscal year ended December 31, 2004, 750,000 options exercisable at $1.00 per share were canceled.  On January 30, 2004, 1,865,000 options were granted under the Plan, exercisable at $0.40 per share until January 30, 2009, becoming fully vested July 30, 2004.  Of these options, 1,100,000 were granted to directors (excluding those granted to the Named Executive Officer who is also a director) of the Company and 525,000 to the Named Executive Officer.  Subsequently, 450,000 of the new options granted to two former directors were canceled.  The following options were outstanding as of December 31, 2004:

|                                                           | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                           | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                        
|Equity compensation plans approved by security holders     | 1,415,000                                                                                   | $0.40                                                                       | 585,000                                                                                                                                    
|                                                           |                                                                                             |                                                                             |                                                                                                                                            
|Equity compensation plans not approved by security holders | None                                                                                        | N/A                                                                         | N/A                                                                                                                                        
|Total                                                      | 1,415,000                                                                                   | $0.40                                                                       | 585,000                                                                                                                                    



COMPENSATION OF DIRECTORS



The Company has never compensated its directors for attending meetings.



The Board of Directors of the Company has awarded stock options to acquire Common Stock of the Company to its directors in recognition of services. The Company did re-price downward stock options granted to directors during the fiscal year ended December 31, 2004.  In January 2004, the Company canceled all stock options previously granted (750,000 options) and granted new options at a lower exercise price. See Stock Option Plan Information, Stock Options, above.



Other than consultancy agreements between the Company and each of Lindsay Semple, director and Chief Executive Officer; James Elliott, director and Chief Technology Officer as set out in Certain Relationships and Related Party Transactions, Management Relationships, no other consulting contracts have been entered into in consideration of any directors service on the Board. There are no employment contracts, termination of employment agreements, or change-in-control arrangements with any director.



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table contains information with respect to the beneficial ownership of common stock, as of June 22, 2005, by (a) each person who is known by the Company to be the beneficial owner(s) of more than 5% of the outstanding shares of common stock, (b) each director or director nominee of the Company, (c) each of the executive officers of the Company named in the Executive Compensation, Summary Compensation Table, below, and (d) all directors, director nominees and executive officers of the Company as a group.



Persons that have the right to acquire, within 60 days of the date hereof, any shares in the Companys Common Stock through the exercise of any option, warrant or right, or otherwise, are shown in the following table.  The directors and officers had been granted stock options in September 2002, but they were canceled effective January 30, 2004 (see Executive Compensation, Stock Options).  New options were granted in January 2004 and became fully vested July 30, 2004 (see Executive Compensation, Stock Options).



The Company has no subsidiaries and, therefore, no officer or director of the Company owned any stock in any subsidiary of the Company as of June 22, 2005.



41









|Name and Address of Beneficial Owner                                                       | Designation or
Positions Held            | Amount and Nature of Beneficial Ownership | Percent of Class
|------------------------------------------------------------------------------------------ | ---------------------------------------- | ----------------------------------------- | ----------------
|                                                                                           |                                          |                                           |                 
|GLENFIELD PARTNERS LIMITED
P.O. Box 3321
Road Town
Tortola VGB                             | 5%+ Shareholder                          | 3,155,785                                 | 27.32%          
|GOGNIAT, Ilona M. (1)
3784 Feurtersoey
Switzerland                                         | 5%+ Shareholder                          | 2,508,345                                 | 21.71%          
|SEMPLE, Lindsay
#536  1489 Marine Drive
W. Vancouver, BC  V7T 1B8                         | Director (3)
Chief Executive Officer (6) | 733,332 (3)                               | 6.35%           
|ELLIOTT, James R. (8)
12051 Horseshoe Way, # 115
Richmond, BC  V7A 4V4                     | Director (5)
Chief Technology Officer    | 947,500 (4) (7)                           | 6.19%           
|WEISS, Boris
1541 Ross Road
N. Vancouver, BC  V7J 1V5                                      | Director (4)                             | 446,740 (5)                               | 3.87%           
|HOLMES, Linda
P.O.Box 1609
Summerland, BC V0H 1Z0                                          | Corporate Secretary                      | 133,000 (8)                               | 1.15%           
|LEDDING, Gregory
1360 Camwell Drive
W. Vancouver, BC V7S 2M5                               | 5% Shareholder and
Former Director       | 766,125 (6)(7)                            | 6.63%           
|All current directors, nominees for director and executive officers as a group
(4 persons) | 2,260,572                                | 18.74%                                   





(1)

I. Gogniat is a sibling of Lindsay Semple, director and CEO of the Company.

(2)

Named Executive Officer.

(3)

Of this amount, Mr. Semples spouse owns 58,666 common shares and 15,000 warrants exercisable into common shares of the Company at $0.60 per warrant and Mr. Semple holds 134,666 common shares and 525,000 stock options exercisable at $0.40 per share.

(4)

Of this amount, Mr. Elliott owns 200,000 common shares and 525,000 stock options exercisable at $0.40 per share and his spouse owns 15,000 common shares and holds 7,500 warrants exercisable into common shares of the Company at $0.60 per warrant.

(5)

Of this amount Mr. Weiss beneficially owns 321,740 common shares through Advanced Mapping Group Ltd., which company has sole voting and dispositive power over said common shares and for which Mr. Weiss serves as President and a director; and has 125,000 stock options exercisable at $0.40 per share.

(6)

Of this amount, 125,000 common shares and 62,500 warrants exercisable into common shares of the Company at $0.60 per warrant are owned by Mr. Leddings spouse and Mr. Ledding holds 235,750 common shares and 17,875 warrants exercisable into common shares of the Company at $0.60 per warrant.

(7)

Effective October 27, 2003, the Company entered into a consultancy agreement with each of James Elliott, director and Chief Technology Officer, and Gregory Ledding, a former director whereby each would receive 200,000 common shares in the common stock of the Company for services that have been performed or completed by October 27, 2004.  Effective June 6, 2005, Mr. Elliott released the Company from any obligation to issue 200,000 common shares of the Company to him. The 200,000 common shares due to Mr. Ledding have yet to be issued.

(8)

Of this amount, Ms. Holmes owns 8,000 common shares and has 75,000 stock options exercisable at $0.40 per share.  Effective January 1, 2003, the Company entered into a consultancy agreement with Ms. Holmes, whereby Ms. Holmes is to receive 50,000 common shares in the common stock of the Company for services provided to the Company in fiscal 2003.



There is no arrangement known to the Company, the operation of which may at a subsequent date result in a change of control of the Company.



42









ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



There were no transactions during the past two years, or proposed transactions in excess of $60,000, to which the Company was or is to be a party in which any director, executive officer, nominee for election as a director, 5% or greater shareholder or any member of the immediate family of the aforementioned persons had or is to have a direct or indirect material interest.



Management Relationships



Effective October 27, 2003, the Company entered into a consultancy agreement with each of James Elliott, director and Chief Technology Officer, and Gregory Ledding, director.  Each to receive 200,000 shares in the Common Stock of the Company for services that have been performed or completed. These shares were recorded as common stocks to be issued as at December 31, 2004 and 2003.  Subsequent to the fiscal year ended December 31, 2004, Mr. Elliott released the Company from all responsibilities and obligations to issue 200,000 common shares reserved for compensation for services provided to the Company in 2003. Mr. Elliott did not receive and will not demand any other consideration as compensation for these services in lieu of this release.



The Company entered into a consultancy agreement with Lindsay Semple, Chief Executive Officer,, effective March 1, 2004 to March 1, 2006, to provide services consistent with that of the Chief Executive Officer in overseeing the day-to-day operations of the Company, and to execute the go-forward plan to commercialize the URO-Stent in the Worlds important medical markets; to oversee corporate and securities compliance and disclosure to the Board of Directors and to the Public; and to perform such other consultative services as may from time to time be agreed upon between the parties.  Under the terms of the consultancy agreement, Mr. Semple will be paid a monthly fee of Cdn$6,000 and will reimburse Mr. Semple for reasonable expenses incurred in the execution of his duties as Chief Executive Officer.  In the event the Company is unable to pay the monthly fee, the debt is to be accrued and at the end of each three-month period the Company is to exchange shares for debt at the last private placement price less 10%.



Related Party Transactions



On August 27, 2002, the Company entered into a consulting agreement with Ilona M. Gogniat, a greater than 5% shareholder of the Company and a sibling of Lindsay Semple, to assist the Company in satisfying debt settlement agreements that had been negotiated with respect to outstanding and overdue bills payable by the Company, to assist in effecting a change of business and management, thereby enhancing shareholder value.  These services were paid for by the issuance of 100,000 shares which were registered under the Securities Act of 1933 in a Form S-8 Registration Statement. Also in August 2002, Ms. Gogniat advanced $50,000 to the Company, which amount she subsequently forgave together with $9,273 already outstanding to her. Ms. Gogniat is currently the beneficial owner of 2,508,345 common shares of the Company.



Jacqueline A. Semple, the spouse of Lindsay Semple, a director and Chief Executive Officer of the Company, has supplied office space, full dedicated internet service, computers and equipment to the Company since September 2002.  To satisfy the debt owed to Mrs. Semple in the amount of $6,000 for these expenses through December 31, 2003, the Board of Directors approved the issuance to Mrs. Semple of 30,000 units as part of the private placement completed in 2003.  Each Unit consisted of 1 common share and 1 share purchase warrant, such that two warrants permit the Unit holder to purchase one common share in the capital stock of the Company for a period of 2 years at US$0.60 during the first year or at US$1.00 in the second year.



Gregory Ledding, who was appointed a director of the Company on January 16, 2004 and resigned on December 6, 2004, received 7,150 Units of the December 2003 private placement as commission for the private placement.  Each Unit consisted of 1 common share and 1 share purchase warrant, such that two warrants permit the Unit holder to purchase one common share in the capital stock of the Company for a period of 2 years at US$0.60 during the first year or at US$1.00 in the second year.



43









During the year ended December 31, 2004, the Company paid $5,000 to Global Medical Science Ltd. (the Licensor), a company with a director in common, to license the Licensors intellectual property rights in a medical device known as the URO Stent for the full term of the patent rights on the Stent.  The two parties entered into an agreement which grants the Company an exclusive worldwide license to use the intellectual property rights to manufacture, produce, sell and otherwise commercialize the Stent in permitted countries.



During the year ended December 31, 2004, the Company paid officers and/or directors of the Company $68,907 in consulting fees for day-to-day management of the Company.





ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits.

|Exhibit No.  per Item 601 of Regul-ation SB | Former-ly filed as
Exhibit
No. | The following documents were filed previously in the Companys Form 20-F/A  Amendment No. 2, Registration Statement                                                                                                                                                                                  
|------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                                         | 1.01                           | Certificate of Incorporation in British Columbia and Memorandum of the Company                                                                                                                                                                                                                        
|3.2                                         | 1.02                           | Articles of the Company                                                                                                                                                                                                                                                                               
|                                            |                                |                                                                                                                                                                                                                                                                                                       
|10.1                                        | 4.01                           | Option to Purchase Agreement dated February 3, 1997 among the Subsidiary, Jerry Stocks, James Bright and Richard Hillberg relating to the Pavlak Claims                                                                                                                                               
|10.2                                        | 4.02                           | Option 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                                                                       
|10.3                                        | 4.03                           | Employment Agreement dated September 21, 1999 between the Company and Antonios Kripotos                                                                                                                                                                                                               
|10.4                                        | 4.04                           | Settlement 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                                                                         
|10.5                                        | 4.05                           | Mining Agreement effective July 14, 1999 between the Subsidiary and John D. Bernt                                                                                                                                                                                                                     
|10.6                                        | 4.06                           | Mining 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                                                                                                                                                                           
|10.7                                        | 4.07                           | Amending 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                  
|10.8                                        | 4.08                           | Amending 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
|10.9                                        | 4.09                           | 1999 Combined Incentive and Nonqualified Stock Option Plan                                                                                                                                                                                                                                            



44









|      |      |                                                                                                                                                     
|----- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|      |      | The following documents were filed previously in the Companys Annual Report on Form 20-F for the fiscal year ended December 31, 2001               
|10.10 | 4.10 | Form 20, Report of Exempt Distribution, of 20,000 stock options granted to Linda Holmes on March 19, 2001                                           
|10.11 | 4.11 | Quitclaim of Unpatented Mining Claims to John D. Bernt  - December 2001 (SH and OR Claims)                                                          
|10.12 | 4.12 | Release of Mining Agreement between the Company and John D. Bernt, with respect to dropping the Bernt Claims  December 2001                        
|10.13 | 4.13 | Memorandum of Assignment of Mining Lease and Option to Purchase Agreement for the Pick and Shovel Claims to John D. Bernt  December 2001           
|10.14 | 4.14 | Quitclaim dated January 16, 2002, with respect to the Big Ledge/Bluster claim group, from the Company to James Bright, Debbie Brown and Harvey Bellm
|10.15 | 4.15 | Quitclaim dated January 16, 2002, with respect to the Pavlak claims, from the Company to Jerry Stocks, James Bright, and Estate of Richard Hillberg 



|Exhibit No. per Item 601 of Regul-ation SB | Former-ly filed as Exhibit No. | The following documents were filed in the Companys Annual Report on Form 20-F for the year ended December 31, 2002.                                                                                      
|------------------------------------------ | ------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2                                        | 1.03                           | Certificate of Name Change from San Antonios Resources Inc. to Global Precision Medical Inc., dated October 15, 2002                                                                                      
|3.4                                        | 1.04                           | Certificate of Continuance from British Columbia into Wyoming, dated February 5, 2003                                                                                                                     
|3.5                                        | 1.05                           | BC Registrars final authorization of continuation into Wyoming, effective February 5, 2003                                                                                                               
|                                           |                                |                                                                                                                                                                                                           
|10.16                                      | 4.16                           | Debt Waiver Agreement between the Company and Antonios Kripotos dated July 2, 2002.                                                                                                                       
|10.17                                      | 4.17                           | Form of Debt Settlement Agreement between the Company and each of I. Gogniat and T. Ma, dated August 27, 2002                                                                                             
|10.18                                      | 4.18                           | Form of Consultant Compensation Agreement between the Company and each of I. Gogniat and Lindsay Semple, dated August 27, 2002                                                                            
|10.19                                      | 4.19                           | Letter of Intent between the Company and Global Medical Sciences Ltd. dated August 28, 2002 granting the Licence to the Company                                                                           
|10.20                                      | 4.20                           | Licence and Joint Product Development Agreement between the Company and Global Medical Sciences Ltd. dated September 23, 2002 granting the Licence to the Company                                         
|10.21                                      | 4.21                           | Assignment of Rights to the Licence from the Company to its wholly-owned subsidiary, San Antonios Resources (USA) Inc., dated September 23, 2002                                                          
|10.22                                      | 4.22                           | 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 Zerrouk
|10.23                                      | 4.23                           | Form of Combined Incentive and Nonqualified Stock Option Agreement, dated September 23, 2002, between the Company and James Elliott                                                                       
|10.24                                      | 4.24                           | 2002 Combined Incentive and Non-Qualified Stock Option Plan                                                                                                                                               
|10.25                                      | 4.25                           | Form of Subscription Agreement between T. Ma and the Company, dated November 28, 2002 for 66,667 Units @ US$0.75                                                                                          
|10.26                                      | 4.26                           | Form of Warrant Certificate between the Company and T. Ma dated December 6, 2002                                                                                                                          
|10.27                                      | 4.27                           | Form of Consulting Agreement between the Company and Robert Tomjlenovic dated October 3, 2002.                                                                                                            
|10.28                                      | 4.28                           | Report of Exempt Distribution, British Columbia Securities Commission Report on Form 45-902F, dated January 31, 2003                                                                                      
|10.29                                      | 4.29                           | 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                             
|                                           |                                |                                                                                                                                                                                                           





45









|10-KSB
Exhibit No. | The following documents were filed in the Annual Report on Form 10-KSB for the year ended December 31, 2003                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1                | Form of Subscription Agreement between the Company and 524687 B.C. Ltd., Myrna Everest, Borys Flak, Thomas A. Dickson, Robin Caldwell, Douglass B. Yackel, Jacqueline A. Semple, Carolyn E. Ledding, Dianne E. Hastings, James Burchill, Casey Sarter, John L. Heroux, Reagan T. Kehoe, Erwin Born, Scott C. Kehoe, Andre Yackel, Jennifer Huggins, Vance Minosky, Leonard T. Doust, Thomas B. Doust, Bruce A. Katz, Czeslawa Abldzewicz, George Angelomatis, Greg Ledding and Calvin Ross, dated November 30, 2003
|4.2                | Form of Warrant Certificate Series B between the Company and Myrna Everest, Borys Flak, Thomas A. Dickson, Robin Caldwell, Douglass B. Yackel, Jacqueline A. Semple, Carolyn E. Ledding, Dianne E. Hastings, James Burchill, Casey Sarter, John L. Heroux, Reagan T. Kehoe, Erwin Born, Scott C. Kehoe, Andre Yackel, Jennifer Huggins, Vance Minosky, Leonard T. Doust, Thomas B. Doust, Bruce A. Katz, Czeslawa Abldzewicz, George Angelomatis, Greg Ledding and Calvin Ross, dated December 11, 2003          
|4.3                | Form of Stock Option Agreement dated January 30, 2004, between the Company and Michel Coderre, James Elliott, Linda Holmes, Gregory Ledding, Lindsay Semple, Boris Weiss, Ellen Dearnley and Faouzi Zerrouk                                                                                                                                                                                                                                                                                                        
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1               | Consortium Letter of Understanding between the Company and Global Medical Sciences Limited , MDMI Technologies Inc. and Minimal Invasive Technology Ltd., dated August 1, 2003                                                                                                                                                                                                                                                                                                                                     
|10.2               | Amendment dated December 2, 2003, to the Licence Agreement between the Company and MDMI Technologies Inc., granting an exclusive worldwide License to the Company to apply MDMI Technologies Inc.s proprietary Thermal Ablation Technology to augment the Companys URO-Stent in the treatment of Benign Prostate Hyperplasia                                                                                                                                                                                   
|10.3               | Consulting Agreement between the Company and James Elliot, dated October 27, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4               | Consulting Agreement between the Company and Gregory Ledding, dated October 27, 2003                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.5               | Consulting Agreement between the Company and Linda Holmes, dated February 1, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.6               | Consulting Agreement between the Company and Ellen Dearnley, dated January 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.7               | Services Agreement between the Company and Faouzi Zerrouk, dated April 14, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.8               | Consulting Agreement between the Company and Lindsay Semple, dated March 1, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                   
|16.1               | Letter on Change of Certifying Accountant (Deloitte Touche LLP) dated March 8, 2004, as previously filed as Exhibit  16.1 on Form 8-K, March 11, 2004.                                                                                                                                                                                                                                                                                                                                                             
|31.1               | Certification of the Chief Executive Officer and Acting Chief Financial 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 2002                                                                                                                                                                                                                                                                                     
|32.1               | Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10-KSB
Exhibit No. | The following documents were filed with the Annual Report on Form 10-KSB for the year ended December 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1               | Certification of the Chief Executive Officer and Acting Chief Financial 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 2002                                                                                                                                                                                                                                                                                     
|32.1               | Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                           





46









|10-KSB
Exhibit No. | The following documents are filed with this Annual Report on Form 10-KSB/Amendment No. 1 for the year ended December 31, 2004.                                                                                                
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1               | Certification of the Chief Executive Officer and Acting Chief Financial 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 2002
|32.1               | Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002                                      



(b)

Reports on Form 8-K.





During the fourth quarter of 2004, no reports on Form 8K were filed.





ITEM 14.

PRINCIPAL ACCOUNTANTS FEES AND SERVICES



Audit Fees

|Year ended December 31 | Fees for audit of annual financial statements | Fees for review of quarterly financial statements
|---------------------- | --------------------------------------------- | -------------------------------------------------
|                       | $CDN                                          | $US                                              
|2004                   | (1)                                           | (1)                                              
|2003                   | $35,890                                       | $27,756                                          

Note 1

December 31, 2004 audit fees are expected to be approximately CDN$20,000 to CDN $25,000 (US$16,000 to US$20,000)

Audit-Related Fees

None.



Tax Fees

|Year ended December 31 | Fees for tax services
|---------------------- | ---------------------
|                       | $CDN                 
|2004                   | Nil                  
|2003                   | Nil                  



All Other fees



None.



Audit Committee Prior Approval Policies



The Companys Audit Committee Charter provides that the audit committee must pre-approve the engagement of the Companys principal independent accountants to provide non-audit services.  The Companys Audit Committee has not established any policies or procedures other than those required by SEC rules on auditor independence. No non-audit services were provided by the Company's principal independent accountants in 2004.



47







SIGNATURES



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



GLOBAL PRECISION MEDICAL INC.



By:

/s/ Lindsay Semple



Name:

Lindsay Semple

Title:

Chief Executive Officer



Date:

September 23, 2005



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each individual whose signature appears below hereby designates and appoints Lindsay Semple as such person's true and lawful attorney-in-fact and agent (the "Attorney-in-Fact") with full power of substitution and resubstitution, for each person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-KSB, which amendments may make such changes in this Annual Report on Form 10-KSB as the Attorney-in-Fact deems appropriate and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.





By:

/s/ Lindsay Semple

September 23, 2005

Title:

Chief Executive Officer, Acting Chief Financial Officer and Director



By:

/s/ James Elliott

September 23, 2005

Title:

Director



By:

/s/ Boris Weiss

September 23, 2005

Title:

Director









48