U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                  For The Fiscal Year Ended: December 31, 1999

OR

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

     For The Transition Period From             To
                                    -----------    ----------
COMMISSION FILE NUMBER: 0 - 22083

                          GLOBAL MED TECHNOLOGIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Colorado                                             84-1116894
 ------------------------------                             ------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

             12600 West Colfax Suite C-420 Lakewood, Colorado 80215
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number: (303) 238-2000

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

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

                          Common Stock, $.01 par value
                     --------------------------------------
                     Class A Common Stock Purchase Warrants
                     --------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the Company was required to file such reports),
and (2) has been  subject to such filing  requirements  for at least the past 90
days.

                     Yes [X]    No [ ]

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

Issuer's revenues for its most recent fiscal year: $5,390,000

Aggregate  market value of voting stock held by  non-affiliates  as of April 26,
2000:  $10,816,562.  Shares of common stock,  $.01 par value,  outstanding as of
April 26, 2000: 12,347,786.

Documents  incorporated  by  reference:  See Part IV, Item 13(a),  and  "EXHIBIT
INDEX" on page 37 for a listing of documents incorporated by reference into this
Annual Report on form 10-KSB.
<PAGE>

                          GLOBAL MED TECHNOLOGIES, INC.
                                   FORM 10-KSB
                                DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                     PART I

Item                                                                        Page
----                                                                        ----

     1.       Description of Business                                          3

     2.       Description of Property                                         10

     3.       Legal Proceedings                                               10

     4.       Submission of Matters to a Vote of Security Holders             11

                                     PART II

     5.       Market for Common Equity and Related Stockholder Matters        11

     6.       Management's Discussion and Analysis                            12

     7.       Financial Statements                                            18

     8.       Changes In and Disagreements with Accountants on Accounting and
              Financial Disclosure                                            18

                                    PART III

     9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16 (a) of the Exchange Act              19

     10.      Executive Compensation                                          22

     11.      Security Ownership of Certain Beneficial Owners and Management  27

     12.      Certain Relationships and Related Transactions                  33

                                     PART IV

     13.       Exhibits and Reports on Form 8-K                               33

     14.       Signatures                                                     34





                                        2

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Global  Med  Technologies,  Inc.  was  organized  under the laws of the State of
Colorado in December 1989. The Company  completed its initial public offering of
securities in the first quarter of 1997,  from which it received net proceeds of
approximately  $8,200,000  from  the  sale of  1,456,988  Units,  each of  which
consisted of two shares of common  stock and one Class A Common  Stock  Purchase
Warrant (the Class A Warrants).

Formerly  known as National MRO,  Inc.,  which was founded in 1989,  the Company
changed its name to Global Data  Technologies,  Inc. in 1995, in connection with
the merger of National MRO, Inc. and The Wyndgate Group, Ltd.  (Wyndgate) in May
1995. Global Data Technologies, Inc changed its name again in May 1996 to Global
Med Technologies, Inc.

Wyndgate  operates as a division of Global Med  Technologies,  Inc. and designs,
develops,  markets and supports  information  management  software  products for
blood banks,  hospitals,  centralized  transfusion  centers and other healthcare
related facilities.

PeopleMed.com, Inc.

During 1999, Global Med Technologies,  Inc. formed a majority-owned  subsidiary,
PeopleMed.com,  Inc., a Colorado corporation,  to develop a software application
designed to give HMO  providers  and other third party payers access to clinical
information for chronic disease  patients.  This  application will allow doctors
and other medical employees access to a patient's history.

PeopleMed.com  will offer chronic disease  management as an Application  Service
Provider (ASP).  PeopleMed.com's  system uses the Internet to coordinate sources
and users of a patient's clinical information,  including laboratory,  pharmacy,
primary and specialty care providers,  claims, and medical records.  In addition
to   the   system's   Internet   capabilities,    PeopleMed.com's    information
infrastructure will also include interfaces to hand-held devices,  fax machines,
alphanumeric   pagers,   interactive   voice   response,   and  many   types  of
patient-monitoring devices.

PeopleMed.com  is owned 85% by Global Med  Technologies,  Inc.  and 15% by third
parties  including  certain  executive  officers  and  directors  of Global  Med
Technologies,  Inc. Global Med Technologies, Inc. and PeopleMed.com are referred
to collectively herein as the Company or Global Med.

Asia Markets

On March 20, 2000,  the Company  announced  plans to expand into Asia,  secure a
listing  on the Hong Kong  Growth  Enterprise  Market  (GEM),  and  establish  a
headquarters  in Hong Kong by the end of the year.  The Company  would be one of
the first American technology companies to be listed on the GEM.

Global Med will introduce to the market two internet-based software applications
designed  to  improve  patient  care while  promoting  savings  and  efficiency.
PeopleMed.com  incorporates,  on a single real-time database, a range of crucial
information   that  providers  and  other  medical   professionals   require  to
successfully  care for and manage the complex needs of chronic disease patients.


                                        3


<PAGE>


SAFETRACE  Tx.com (TM)  provides  hospitals and blood centers with a coordinated
system that fully integrates blood inventory,  testing and  management-improving
blood safety, reducing waste and improving patient care.

Related Parties

Global Med is  effectively  controlled  by Online Credit  International  Limited
(Online  International),  formerly Heng Fung Holdings Company  Limited,  and its
subsidiary  Online Credit  Limited,  formerly Heng Fung Finance  Company Limited
(Online Credit) per the terms of the 1998 Financing  Agreements described below.
In addition,  Online  International is a significant  shareholder of Global Med.
Online  International  also is a majority  shareholder of eVision USA.Com,  Inc.
(eVision)  and of a subsidiary  of eVision,  eBanker  USA.com,  Inc.  (eBanker).
eVision holds  warrants to purchase  1,000,000  shares of common stock of Global
Med at $0.25 per share. Global Med has outstanding balances on various financing
agreements with eBanker.  eBanker owns a significant  number of shares of common
stock of Global Med and holds  warrants to purchase  9,000,000  shares of common
stock of Global Med at $0.25 per share.  eVision has a wholly owned  subsidiary,
American Fronteer Financial  Corporation  (American Fronteer or AFFC) which is a
broker dealer. Online International,  Online Credit,  eVision,  eBanker and AFFC
are related parties to Global Med.

Debt Extensions

In April 2000,  the loan  agreements  with eBanker for $2,650,000 and $2,000,000
that were due in April  2000 were  extended  to  January 9 and  January 7, 2001,
respectively.  Payment of interest was also extended to the respective  dates in
January 2001. The conversion rate of the $2,650,000 loan agreement was increased
to $1.6875 per share. Other terms of the loans remain the same. In consideration
of the extension, Global Med agreed to pay a fee of 137,778 shares of its common
stock. Based on the market price of the stock on the date of the agreements, the
shares have a value of  $262,130,  which will be recorded as deferred  financing
costs and amortized over the extension period. If the loans and accrued interest
are not repaid in 270 days, ten-year warrants,  convertible into common stock of
Global Med at an exercise  price of $0.50 per share,  will be issued to eBanker.
The number of common  shares to be  included in the warrant to be issued will be
equal to the entire  principal and interest amount divided by the exercise price
of $0.50.

The bridge loan with eBanker of $750,000 matures on September 30, 2000. In April
2000,  eBanker  agreed to extend the due date to  January  1,  2001.  Payment of
interest was also extended to January 1, 2001. Global Med agreed to pay a fee of
22,222 shares of its common stock. Based on the market price of the stock on the
date of the  agreements,  the  shares  have a value of  $37,500,  which  will be
recorded as deferred financing costs and amortized over the extension period.

Global  Med is in the  process of  negotiating  possible  alternative  financing
arrangements.

Financing Agreements - 1999

In March 1999, the Company entered into agreements for a comprehensive financing
package  (March 1999  Financing  Agreements)  that  included:  (1) an $8,000,000
preferred stock private  placement  through American  Fronteer;  (2) exercise of
2,000,000  warrants at $0.25 per  warrant;  (3) an  extension  of the balance of
$2,650,000  on the line of credit with  eBanker,  until April 15,  2000,  with a
change in the  default  conversion  rate from $0.05 per share  contained  in the
original  loan  agreement  to $0.25 per share;  and (4) a $750,000  bridge loan,
which bears interest at 12% per annum.  The agreement with AFFC for the proposed
$8,000,000  preferred  stock private  placement  was  withdrawn  and  terminated
effective September 20, 1999.


                                        4


<PAGE>


Online  Credit  surrendered  a  promissory  note in the  amount of  $500,000  in
exercise of the  warrants  to acquire  2,000,000  shares of common  stock of the
Company. This transaction was completed on April 29, 1999.

The  $2,650,000  loan from eBanker was extended  until April 15, 2000,  with the
previous  conversion  price of $0.05 per share  increased to $0.25 per share. In
consideration  for  the  extension,  the  Company  paid a 2% fee to  eBanker  of
$53,000,  payable in 42,400 shares of the Company's  common stock.  As discussed
above,  the  principal  and interest on this loan have been  extended to January
2001.

The $750,000  bridge loan, as revised on May 7, 1999,  bears interest at 12% and
is convertible  into shares of common stock of the Company at the 15-day average
closing bid price prior to the date of conversion.  The loan was due and payable
December 31, 1999. In  consideration  of the original  commitment for the bridge
loan, the Company paid a fee of 2% or $15,000 payable in 13,275 shares of common
stock of the Company. The maturity date has been extended from December 31, 1999
to September 30, 2000 in consideration  of a fee of an additional  13,275 shares
of common stock of Global Med and a change in the  conversion  rate to $0.50 per
share.  As discussed  above,  the  principal and interest on this loan have been
extended to January 2001.

In April 1999,  the Company  entered into an agreement  with Online Credit for a
bridge loan in the amount of $2,000,000  (April 1999 Financing  Agreement).  The
agreement provides for a line of credit,  with interest at 12% per annum payable
monthly,  due April 12,  2000.  As  consideration  for the line of  credit,  the
Company  agreed to pay a fee  equal to 5% of the total  line of credit in 86,957
shares of common stock of the Company, payable as of April 13, 1999. The line of
credit  will be  convertible,  at Online  Credit's  option,  into  shares of the
Company's common stock at a price $1.15 per share.

In September 1999, the Board of Directors voted to replace the $2,000,000 bridge
loan with Online Credit, at the request of Online Credit,  with a line of credit
with similar terms with eBanker.  The eBanker line of credit will be convertible
into  shares of common  stock of the  Company  at a price  based on the  average
closing  bid price of the  common  stock for a period of fifteen  business  days
prior to conversion. In exchange for assuming the commitment,  the 86,957 shares
of common stock of Global Med were transferred to eBanker.  As of April 6, 2000,
the Company had drawn  $1,700,000 on this line of credit.  eBanker has committed
to allow  Global Med to draw the  remaining  $300,000  available  on the line of
credit.  As discussed  above,  the principal and interest on this loan have been
extended to January 2001.

Lockup Agreement

On October 25, 1999,  Company entered into a Lockup Agreement with eBanker and a
Lockup Agreement with eVision.  The agreements  provide that eBanker and eVision
will not,  between October 25, 1999 and October 28, 2000,  without the Company's
prior written consent,  publicly offer, sell, contract to sell, grant any option
for the sale of, or otherwise  dispose of, directly or indirectly,  (i) Warrants
to purchase  9,000,000  shares of the Company's  common stock at $0.25 per share
held by eBanker or the Warrants to purchase  1,000,000  shares of the  Company's
common  stock at $0.25  per  share  held by  eVision  and (ii) any  shares  (the
"Shares," and,  together with the Warrants,  the  "Securities")  of common stock
issuable upon the exercise of the Warrants;  provided,  however, that eBanker or
eVision may offer, sell, contract to sell, grant


                                        5

<PAGE>


an  option  for the  sale of,  or  otherwise  dispose  of all or any part of the
Securities  or other such  security or  instrument  of the  Company  during such
period if such  transaction  is  private in nature  and the  transferee  of such
Securities or other securities or instruments agrees, prior to such transaction,
to be bound by all of the provisions of the lockup  agreements.  In exchange for
entering into the agreements, eBanker and eVision were issued 450,000 shares and
50,000  shares of common  stock of the Company,  respectively.  The shares had a
value of $296,875 on October 25, 1999, which is being amortized over the term of
the agreement.

In  addition,  the  agreements  provide that (i) eBanker and eVision will not be
restricted  from disposing of the  Securities in the event that an  unaffiliated
third party commences a tender offer for the outstanding  common stock, and (ii)
eBanker and eVision will not be restricted  from disposing of 450,000 and 50,000
shares,  respectively,  of the  Securities  in the aggregate if the closing sale
price for the  common  stock on the  principal  market  on which it then  trades
equals or exceeds  $5.00 per share for any ten  consecutive  trading  day period
preceding  the date of such sale,  and (iii) that there will be no  restrictions
upon the ability of eBanker or eVision to exercise the Warrants.

Extensions of Other Warrants

On June 2, 1999,  the Board of  Directors  authorized  the  extension of certain
warrants.  These  warrants to purchase  187,800 shares of common stock of Global
Med at $3.75  per  share  were  originally  granted  on June  26,  1996 and were
exercisable  for a period of three years,  through June 26, 1999. The expiration
date was  extended to June 26, 2004 by the Board of  Directors.  All other terms
remained the same.  Using the Black Scholes model for estimating fair value, the
Company  recognized  $238,000 of financing costs expense on this  transaction in
1999.

On December 22, 1999, the Board of Directors extended the exercise period of its
previously  issued 1,456,988 Class A Warrants from February 11, 2000 to February
11, 2003.  The Company also reduced the exercise  price of these  warrants  from
$4.55 to $3.00 per share.  Using the Black  Scholes  model for  estimating  fair
value, this resulted in expense to the Company of $899,800, which was recognized
in 1999.

AFFC, the Company's original underwriter,  was issued warrants to acquire 46,100
units  exercisable at $11.55 per Unit until January 14, 2002. Each Unit consists
of two  shares of common  stock and a warrant  to  purchase  one share of common
stock at $7.51 per share. The Company extended the underwriter's  warrants until
February 11, 2003,  but did not reduce the exercise  price of the  underwriter's
warrants. Using the Black Scholes model for estimating fair value, this resulted
in an expense of $78,000, which was recognized in 1999.

Consulting Agreement

The Company entered into a Consultancy  Agreement,  effective as of February 24,
2000,  for  a  period  of  twenty-four  (24)  months,  with  National  Financial
Communications  Corporation,  dba OTC  Financial  Network (OTC  Financial).  OTC
Financial will provide consulting  services,  with the expressed intent and goal
of getting the Company, or its successor or assigns,  listed on the Nasdaq Stock
Market which include providing  financial  community and investor  relations for
the  Company;  and  advising  the Company,  as  requested,  regarding  financial
community and investor relations.

Upon  execution  of this  agreement,  the  Company  agreed  to: (a) issue to OTC
Financial 250,000 shares of restricted  common stock of the Company,  125,000 of
which are to be included in a registration  statement  intended to be filed upon
the  completion  of the  Company's  financial  statements as of and for the year
ended December 31, 1999; and (b) deposit into an escrow account,  in the name of


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<PAGE>


OTC Financial,  an additional  250,000 shares of restricted  common stock of the
Company,  125,000  of which are to be  included  in the  registration  statement
intended to be filed upon the completion of the Company's  financial  statements
as of and for the year ended  December 31, 1999.  Upon the Company's  listing on
the Nasdaq  Stock  Market,  the stock held by the escrow will be released to OTC
Financial.

The shares of common stock held in the escrow account may be returned to Company
in the event of: (a) the term of the consultancy  agreement should expire before
the  Company is listed on the  Nasdaq  Stock  Market;  or (b) the  agreement  is
terminated  before the Company is listed on the Nasdaq Stock Market;  or (c) the
Company  gives  notice  to  OTC  Financial  of  OTC  Financial's  breach  of the
agreement.

BUSINESS OF Company

Principal Products and Their Markets

The Company  designs,  develops,  markets and  supports  information  management
software products for blood banks,  hospitals,  centralized  transfusion centers
and  other  health  care  related  facilities.  Revenues  are  derived  from the
licensing of software, the provision of consulting and other value added support
services and the resale of hardware  and  software  obtained  from  vendors.  On
December 15, 1997, the Company sold its DataMed International division (DataMed)
which was in the business of substance abuse testing management services.

The Company has completed the development of SAFETRACE(R) and SAFETRACE  TX(TM),
a  transfusion  management  information  system  that is  designed to be used by
hospitals  and  centralized  transfusion  centers to help  insure the quality of
blood transfused into  patient-recipients.  SAFETRACE TX(TM) provides electronic
cross-matching   capabilities   to  help   insure   blood   compatibility   with
patient-recipients and will track,  inventory,  bill and document all activities
with blood  products  from the time blood  products are received in inventory to
the time the blood  products are used or returned to blood  centers.  Management
expects SAFETRACE TX(TM) will complement  SAFETRACE(R) as the combined SAFETRACE
TX(TM) and SAFETRACE(R) software system will be able to integrate hospitals with
blood  centers and provide a  "vein-to-vein"(TM)  tracking of the blood  supply.
SAFETRACE  TX(TM) entered beta testing on April 6, 1998. Upon completion of beta
testing,  a 510(k)  submission  of  SAFETRACE  TX(TM)  was made to the FDA.  FDA
clearance was received January 29, 1999.

Founded in 1984,  Wyndgate  initially  developed  a Student  Information  System
(SIS),  an integrated  software  package for colleges and  universities to track
student  information.  Pursuant  to an  agreement  with eight  California  blood
centers (the Royalty  Group),  Wyndgate  began  development  of a blood tracking
system called SAFETRACE(R) to assist community blood centers,  hospitals, plasma
centers and  outpatient  clinics in the U.S. in  complying  with the quality and
safety standards of the FDA for the collection and management of blood and blood
products.

The Company continues to concentrate its development  efforts on enhancements to
its existing  SAFETRACE(R)  blood bank product and SAFETRACE TX(TM),  Wyndgate's
transfusion  management  information  system  software  product was completed in
1998. The Food and Drug  Administration  (FDA) cleared both products for sale in
the United States. The Company's development of SAFETRACE TX(TM) began in 1996.

In 1999, the Company introduced PeopleMed.com which will provide chronic disease
management  services as an Application  Service Provider (ASP).  PeopleMed.com's
system uses the Internet to coordinate sources and users of a patient's clinical
information,   including  laboratory,   pharmacy,  primary  and  specialty  care


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<PAGE>


providers,  claims,  and medical records.  In addition to the system's  Internet
capabilities,  PeopleMed.com's  information  infrastructure  will  also  include
interfaces to hand-held devices, fax machines,  alphanumeric pagers, interactive
voice response, and many types of patient-monitoring devices.

Competition

Currently,  Wyndgate is aware of four primary  competitors  to its  SAFETRACE(R)
software  product,  includinG  MAK-SYSTEM  Corp. from France,  Information  Data
Management,  Inc.,  Blood Bank  Computer  Systems,  Inc.,  and  Systec  Computer
Associates  from the United  States.  There are two primary  competitors  in the
United States to its SAFETRACE  TX(TM) product,  MEDIWARE  Information  Systems,
Inc.  and Cerner  Corp.  Some of these  competitors  are larger and have greater
resources  than the Company.  The Company  believes it is able to compete on the
basis of the capabilities of the technology  currently available in SAFETRACE(R)
and SAFETRACE TX(TM).

Dependence on Major Customers

The  Company,  through its  Wyndgate  division,  currently  has 30  SAFETRACE(R)
customers  (including the Royalty Group) and 10 SAFETRACE  TX(TM) customers with
over 130 sites in the United States.  It intends TO continue to target  domestic
and  international  blood  centers,   plasma  centers  and  hospital  donor  and
transfusion centers.

In April 1999,  the Company  entered into a termination  agreement with a former
customer  who had  previously  licensed  multiple  sites for  SAFETRACE(R).  The
agreement  resolved all outstanding  contractuaL issues and resulted in payments
to the Company during 1999 of approximately  $919,000,  or approximately  17% of
revenue.

During the year ended  December 31, 1998,  three  customers,  The  Institute for
Transfusion  Medicine,  Pittsburgh,  Pennsylvania,  Gulf  Coast  Regional  Blood
Center, Houston, Texas, and Haemonetics Corporation,  Braintree,  Massachusetts,
each  accounted for 19%,  12%, and 12%,  respectively,  of the  Company's  total
revenues  from  continuing  operations.   Accounts  receivable  from  the  above
customers  as of December  31, 1998 was  approximately  $198,000.  There were no
accrued revenues from the above
customers as of December 31, 1998.


ROYALTY AGREEMENTS

The Royalty Group.  Pursuant to a development agreement between Wyndgate and the
Royalty Group, Wyndgate developed SAFETRACE(R) and must make royalty payments to
the Royalty Group based on a percentage of Wyndgate's  SAFETRACE(R) license fees
collected, measured by cash received from SAFETRACE(R) licensees, net of certain
fees and charges.  The time period under the royalty  schedule is based upon the
first date of SAFETRACE(R) license invoicing,  which was September 14, 1995. The
royalty amounts are computed as a percentage of software license fees collected.

Institute  For  Transfusion  Medicine.   Pursuant  to  a  Development  Agreement
(Development  Agreement) dated July 1996,  between the Company and The Institute
for Transfusion Medicine (ITxM), the Company agreed to develop and has completed
the   development  of  Commercial   Centralized   Transfusion   System  Software
(Commercial  CTS  Software),  which  is  Wyndgate's  SAFETRACE  TX(TM)  software
product.  The Development  Agreement  provided for a royalty payment to ITxM for


                                        8


<PAGE>


revenues  received from the sale of the Commercial CTS Software,  net of certain
fees and charges.  The royalty period started with the first commercial transfer
for value of the Commercial CTS Software which was on March 31, 1999.

The Development  Agreement  further granted ITxM a non-exclusive,  perpetual and
fully-paid license to operate SAFETRACE TX (TM) for internal use, which includes
companies  which  ITxM  controls  as defined in the  Development  Agreement  and
companies  which ITxM has the  ability  to cause the  direction  of  management,
whether through ownership of voting securities, by contract or otherwise.

In January 1998, the Company and ITxM agreed (the January 1998  Agreement)  that
the Company would not be required to pay monetary penalties, accrued in 1997, in
the approximate amount of $485,000,  to ITxM, which were incurred as a result of
delays in  development  of SAFETRACE  TX(TM),  in  consideration  of the Company
providing  to ITxM  additional  maintenance  services  and product  upgrades and
substitute liquidated damage provisions for delays.

With receipt of FDA clearance,  the Development  Agreement with ITxM expired and
is survived by certain provisions regarding royalty payments, operating license,
indemnification and confidentiality.

Ortho-Clinical   Diagnostics,   Inc.  In  1996,  the  Company  entered  into  an
Exclusivity and Software Development agreement (the Exclusivity  Agreement) with
Ortho-Clinical  Diagnostics,  Inc. (OCD),  successor to Ortho Diagnostic Systems
Inc., a wholly owned subsidiary of Johnson & Johnson. The Exclusivity  Agreement
provided OCD the exclusive  right to negotiate  with the Company with respect to
the  Company's  activities  and  developments  in  information   technology  and
intellectual  property relating to donor and transfusion medicine. In connection
with this agreement, the Company received $500,000 in 1996.

In May 1997, the Company  received a request from OCD to continue its evaluation
of the  Company's  technology,  on a  non-exclusive  basis,  with the  intent of
responding  to the Company by July 14, 1997  regarding  whether or not OCD would
propose  some form of  transaction  with the  Company.  The Company  received an
additional  $500,000 from OCD during 1997. The Company and OCD agreed to further
extensions of this  non-exclusive  agreement through December 31, 1998 to enable
OCD to complete  its  strategic  evaluation.  The Company also agreed to perform
certain  software  development  services.  In  connection  with the extension to
December 31, 1998, the parties agreed that OCD had until June 30, 1999, to elect
to require the Company to provide the software  development  services as defined
in  the  Exclusivity   Agreement.   The  Company  finalized  the  Manufacturer's
Representative  and Software  Development  Agreement (OCD Agreement) during June
1999 making OCD the exclusive in-vitro diagnostics manufacturer's representative
for the SAFETRACE TX (TM) product in defined  territories  around the world. The
total of  $1,000,000  which was included in deferred  revenue as of December 31,
1998 is being recognized as follows:  $500,000 is being recognized  ratably over
the  term of the  two  year  contract  and  $500,000  will  be  recognized  upon
completion of development work in the future as mutually agreed.

GOVERNMENT APPROVAL AND REGULATION

The FDA requires all blood  tracking  application  software  vendors to submit a
510(k)  application  for  review.  The  application  process  for FDA review and
compliance with FDA guidelines  relates to computer software products  regulated
as  medical  devices.  The FDA  considers  software  products  intended  for the
following to be medical  devices:  (i) use in the manufacture of blood and blood
components;  or (ii)  maintenance  of data used to evaluate the  suitability  of
donors and the release of blood or blood  components for  transfusion or further
manufacturing. As medical device manufacturers,  the Company and its competitors
are required to register with the Center for Biologics  Evaluation  and Research


                                        9


<PAGE>


("CBER"),  list their medical devices,  and submit a pre-market  notification or
application  for  pre-market  review.  In April  1997,  the  Company's  Wyndgate
division  received  notification  from the FDA of its  finding  of  "substantial
equivalence" of SAFETRACE(R). This determination provides a 510(k) clearance and
permits the Company to continue to market SAFETRACE(R). On January 29, 1999, the
510(k) clearance was received for SAFETRACE TX(TM).

The  Company's  products  and  services  are subject to  regulations  adopted by
governmental authorities, including the FDA, which governs blood center computer
software products regulated as medical devices.  The Company is also required to
follow  applicable  Quality System  Regulations  (QSR) of the FDA, which include
testing, control and documentation requirements, as well as similar requirements
in other countries,  including  International  Standards Organization (ISO) 9001
standards.

RESEARCH AND DEVELOPMENT

During  the years  ended  December  31,  1999 and  1998,  the  Company  incurred
approximately $334 thousand and $1.973 million,  respectively,  for research and
development  expenses associated with the Company's software products.  Research
and development expenses are anticipated to continue to be a substantial portion
of the Company's  operating  expenses.  The Company's  SAFETRACE  TX(TM) product
achieved technological  feasibility in April 1998, and accordingly,  the Company
capitalized  $1.049 million and $1.104 million  associated  with this product in
1999 and 1998, respectively.

EMPLOYEES

As of December 31, 1999, the Company had 34 full-time employees, consisting of 2
employees in the  corporate  offices in Denver,  Colorado  and 32 at  Wyndgate's
offices near Sacramento,  California. The Company has employment agreements with
certain personnel.  The Company's employees are not represented by a labor union
or  subject  to  collective  bargaining   agreements.   The  Company  has  never
experienced  a work  stoppage  and  believes  that its  employee  relations  are
satisfactory.


ITEM 2. DESCRIPTION OF PROPERTY

At January 1, 1999,  the Company  occupied  two primary  locations.  The Company
occupied  approximately 3,439 square feet of office space in Lakewood,  Colorado
pursuant to a lease that expires on December  31, 2000.  The Company also leased
approximately  22,000 square feet of office space in Rancho Cordova,  California
for its  Wyndgate  division  pursuant  to a lease  that  would  have  expired on
September 7, 2002. In February 1999, the Company  terminated its lease of office
space in Rancho Cordova, California.

In January 1999, the Company re-negotiated its lease in Lakewood,  Colorado. The
new lease is for  approximately  1,252 square feet of office space and the lease
expires on February 14, 2002.  The former office space has been  subleased.  The
Company  leased  approximately  15,000  square feet of office space in El Dorado
Hills, California, at a lower rate for a term of 86 months, ending May 31, 2006.
Neither  of  these  transactions   resulted  in  significant  lease  termination
penalties or costs.


ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings that management  believes to
be  material,   and  there  are  no  such  proceedings  that  are  known  to  be
contemplated.


                                       10


<PAGE>



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the security holders.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Units sold by the  Company in its  initial  public  offering,  each of which
consisted of two shares of common stock and one  warrant,  commenced  trading on
the Nasdaq  Small-Cap Market on February 12, 1997. On March 13, 1997, the common
stock and warrants included in the Units began to trade separately and the Units
ceased to trade.  On February 9, 1998,  the Company's  common stock and warrants
were delisted from the Nasdaq  Small-Cap  Market,  and commenced  trading on the
Bulletin Board.

The  following  table sets forth the  quarterly  high and low bid prices for the
Company's common stock for the two years ended December 31, 1999. The quotations
reflect  inter-dealer prices, with retail markup,  markdown or commissions,  and
may not represent actual transactions.

                                  COMMON STOCK

Fiscal Quarter Ended:                                 High        Low
                                                      ----        ---

    December 31, 1999 ...........................  $ 0.8438      0.4375
    September 30, 1999 ..........................    1.2813      0.6562
    June 30, 1999 ...............................    1.8750      0.9063
    March 31, 1999 ..............................    2.6250      0.7812
    December 31, 1998 ...........................    1.0630      0.5313
    September 30, 1998 ..........................    1.3130      0.6562
    June 30, 1998 ...............................    1.7810      1.0000
    March 31, 1998 ..............................    2.0000      0.7812

Holders

As of December 31, 1999, the Company had  approximately 105 holders of record of
the Company's common stock, excluding those held in street name.

Dividends

The payment of dividends by the Company is within the discretion of its Board of
Directors and depends in part upon the Company's earnings,  capital requirements
and  financial  condition.  Since its  inception,  the  Company has not paid any
dividends on its common stock and does not  anticipate  paying such dividends in
the  foreseeable  future.  The Company  intends to retain  earnings,  if any, to
finance its operations.


                                       11


<PAGE>


Recent Sales of Unregistered Securities

During the year ended  December 31, 1999,  Global Med issued  655,907  shares of
common stock in payment of financing fees. The issuance of shares for payment of
financing  fees were  made in  reliance  upon the  exemption  from  registration
provided by Section 4(2) of the  Securities  Act of 1933, as amended (1933 Act).
The  purchaser  had  access to full  information  concerning  the  Company.  The
certificates  for the shares  contain a  restrictive  legend  advising  that the
shares may not be offered for sale, sold or otherwise transferred without having
first  been  registered  under the 1933 Act or  pursuant  to an  exemption  from
registration   under  the  1933  Act.  No  underwriters  were  involved  in  the
transaction.

In August 1999 and October 1999,  Global Med issued a total of 100,000 shares of
its common stock to a director in exchange for services. The issuances of shares
in  exchange  for  services  were  made in  reliance  upon  the  exemption  from
registration  provided by Section 4(2) of the 1933 Act. The purchaser had access
to full  information  concerning the Company.  The  certificates  for the shares
contain a  restrictive  legend  advising  that the shares may not be offered for
sale, sold or otherwise  transferred  without having first been registered under
the 1933 Act or pursuant to an exemption from  registration  under the 1933 Act.
No underwriters were involved in the transaction.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

The Company  designs,  develops,  markets and  supports  information  management
software products for blood banks,  hospitals,  centralized  transfusion centers
and other healthcare related facilities.  Revenues for Wyndgate are derived from
the licensing of software,  the provision of  consulting  and other  value-added
support services and the re-sale of hardware and software obtained from vendors.

Debt Extensions

In April 2000,  the loan  agreements  with eBanker for $2,650,000 and $2,000,000
that were due in April  2000 were  extended  to  January 9 and  January 7, 2001,
respectively.  Payment of interest was also extended to the respective  dates in
January 2001. The conversion rate of the $2,650,000 loan agreement was increased
to $1.6875 per share. Other terms of the loans remain the same. In consideration
of the extension, Global Med agreed to pay a fee of 137,778 shares of its common
stock. Based on the market price of the stock on the date of the agreements, the
shares have a value of  $262,130,  which will be recorded as deferred  financing
costs and amortized over the extension period. If the loans and accrued interest
are not repaid in 270 days, ten-year warrants,  convertible into common stock of
Global Med at an exercise  price of $0.50 per share,  will be issued to eBanker.
The number of common  shares to be  included in the warrant to be issued will be
equal to the entire  principal and interest amount divided by the exercise price
of $0.50.

The bridge loan with eBanker of $750,000 matures on September 30, 2000. In April
2000,  eBanker  agreed to extend the due date to  January  1,  2001.  Payment of
interest was also extended to January 1, 2001. Global Med agreed to pay a fee of
22,222 shares of its common stock. Based on the market price of the stock on the
date of the  agreements,  the  shares  have a value of  $37,500,  which  will be
recorded as deferred financing costs and amortized over the extension period.

Global  Med is in the  process of  negotiating  possible  alternative  financing
arrangements.

In March 1999, the Company entered into agreements for a comprehensive financing
package that  included:  (1) an $8,000,000  preferred  stock  private  placement
through AFFC,  (2) exercise of 2,000,000  warrants at $0.25 per warrant;  (3) an
extension  of the  balance on the line of credit with  eBanker,  until April 15,


                                       12


<PAGE>


2000,  with a change  in the  default  conversion  rate  from  $0.05  per  share
contained in the original loan agreement to $0.25 per share;  and (4) a $750,000
bridge loan which bears  interest at 12% per annum.  The agreement with AFFC for
the proposed  $8,000,000  preferred  stock  private  placement was withdrawn and
terminated  effective September 20, 1999. Online Credit surrendered a promissory
note in the amount of $500,000 in exercise of the warrants to acquire  2,000,000
shares of common stock of the Company.  This  transaction was completed in April
1999.

The  $2,650,000  loan from eBanker was extended  until April 15, 2000,  with the
previous  conversion  price of $0.05 per share  increased to $0.25 per share. In
consideration  for the extension until April 15, 2000, the Company paid a 2% fee
to AFFC of $53,000, payable in shares of the Company's common stock. eBanker has
agreed  to extend  the due date  until  April  2001.  As  discussed  above,  the
principal and interest on this loan have been extended to January 2001.

The $750,000  bridge loan, as revised on May 7, 1999,  bears interest at 12% and
is convertible  into shares of common stock of the Company at the 15-day average
closing bid price prior to the date of conversion.  The loan was due and payable
December 31, 1999. In  consideration  of the original  commitment for the bridge
loan,  the  Company  paid a fee of 2%, or $15,000,  payable in 13,275  shares of
common stock of the Company.  The maturity  date has been extended from December
31, 1999 to September 30, 2000 in consideration of a fee of an additional 13,275
shares of  common  stock of Global  Med and a change in the  conversion  rate to
$0.50 per share.  As discussed  above,  the  principal and interest on this loan
have been extended to January 2001.

In April 1999,  the Company  entered into an agreement  with Online Credit for a
bridge loan in the amount of $2,000,000  (April 1999 Financing  Agreement).  The
agreement  provides a line of credit,  with  interest  at 12% per annum  payable
monthly,  due April 12,  2000.  As  consideration  for the line of  credit,  the
Company  paid a fee equal to 5% of the total  line of credit in shares of common
stock of the Company.  The line of credit was  convertible,  at Online  Credit's
option, into shares of the Company's common stock at a price of $1.15 per share.

In September 1999, the Board of Directors voted to replace the $2,000,000 bridge
loan with Online Credit, at the request of Online Credit,  with a line of credit
with similar terms with eBanker.  The eBanker line of credit will be convertible
into  shares of common  stock of the  Company  at a price  based on the  average
closing  bid price of the  common  stock for a period of fifteen  business  days
prior to conversion. In exchange for assuming the commitment,  the 86,957 shares
of common stock of Global Med were transferred to eBanker. At December 31, 1999,
$1,000,000  was  outstanding  on this line of credit.  As of April 6, 2000,  the
Company had drawn a total of  $1,700,000.  eBanker has committed to allow Global
Med to draw the remaining $300,000 available on the line of credit. As discussed
above,  the  principal  and interest on this loan have been  extended to January
2001.

On June 2, 1999,  the Board of  Directors  authorized  the  extension of certain
warrants.  These  warrants to purchase  187,800 shares of common stock of Global
Med at $3.75  per  share  were  originally  granted  on June  26,  1996 and were
exercisable  for a period of three years,  through June 26, 1999. The expiration
date was  extended to June 26, 2004 by the Board of  Directors.  All other terms
remained the same.  Using the Black Scholes model for estimating fair value, the
Company  recognized  $238,000 of financing costs expense on this  transaction in
1999.


                                       13

<PAGE>


On December 22, 1999, the Board of Directors extended the exercise period of its
previously  issued 1,456,988 Class A Warrants from February 11, 2000 to February
11, 2003. The Company has also reduced the exercise price of these warrants from
$4.55 to $3.00 per share.  Using the Black  Scholes  model for  estimating  fair
value, this resulted in expense to the Company of $899,800, which was recognized
in 1999.

AFFC, the original underwriter, has warrants to acquire 46,100 units exercisable
at $11.55 per unit until February 11, 2002.  Each Unit consists of two shares of
common  stock and a warrant to purchase  one share of common  stock at $7.51 per
share.  The Company will extend the  underwriter's  warrants  until February 11,
2003,  but will not reduce the  exercise  price of the  underwriter's  warrants.
Using the Black Scholes  model for  estimating  fair value,  this resulted in an
expense of $78,000, which was recognized in 1999.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

RESULTS OF OPERATIONS

Revenues.  Revenues are comprised of software sales and consulting revenues, and
the re-sale of hardware and software obtained from vendors.

Revenues from software sales and consulting increased in total by $716 thousand,
or 16%, to $5.155  million  for the year ended  December  31,  1999  compared to
$4.439 million for the year ended  December 31, 1998. The Company  received $919
thousand of  accelerated  software  license fee payments in connection  with the
termination  of a multiple  site  customer  agreement  that was  replaced by two
separate agreements.  Also, during 1999, the Company began to recognize $500,000
of revenues  from OCD,  which is being  amortized  over a two year period ending
June 2001.  These  increases in revenues were  partially  offset by decreases in
sales resulting from the delays in purchasing  decisions by potential  customers
in 1999 due to Year 2000 considerations. SAFETRACE TX(TM) achieved FDA clearance
in 1999 and was first marketed  mid-year.  The Company's  sales efforts  shifted
focus to this  product,  as there is a larger  market and more  opportunity  for
sales of SAFETRACE TX(TM).

Cost of Revenues. Cost of revenues as a percentage of total revenues was 55% and
47% for the year ended December 31, 1999 and 1998,  respectively.  The increased
cost  of  revenues  experienced  in  1999  was due to the  increased  levels  of
personnel  re-assigned  to  direct  contract  service  from  other  departments.
Resulting gross profit as a percentage of total revenue was 45% and 53% for 1999
and 1998, respectively.

General  and  Administrative.  General  and  administrative  expenses  increased
$662,000,  or 37.4%,  to $2.431  million for 1999 compared to $1.769 million for
1998.  The  increase in general and  administrative  expenses  was  attributable
primarily to increases in labor costs,  legal fees, and  professional  services.
Legal  fees and other  professional  services  increased  $377,000  due to costs
associated with the finalization of the OCD Agreement,  the contract termination
described  above,  the  collection  of a past due note  receivable,  drafting of
standard  license  agreements  for SAFETRACE  TX(TM),  among  others,  which was
partially offset by a decrease in bank fees and charges of $125,000.

In March 1998, the Company reduced its number of employees by approximately 28%.
When  SAFETRACETX(TM)  received FDA clearance in January 1999, the Company began
increasing its employee base to prepare to provide sales,  customer service, and
product  enhancements  to  purchasers  of  SAFETRACETX(TM).  The Company had not
reached its previous  employment levels when, during 1999, the software industry
experienced  delays  in  customer  purchasing  decisions  due to the  Year  2000
concerns. As a result, the Company reduced its work force again by approximately
52% in  October  1999.  The  increase  in  labor  costs  from  1999 to 1998  was
approximately  $710,000  which was  partially  offset by a decrease  in employee
benefits of $109,000 and a decrease in other contracted services of $196,000.

Sales and Marketing. Sales and marketing expenses were $972,000 and $975,000 for
1999 and 1998,  respectively.  SAFETRACE  TX(TM)  has a larger  market  and more
opportunity  for  sales  than  SAFETRACE.  Consequently,  the  Company  utilized
existing  resources  with a shift in emphasis  towards the new SAFETRACE  TX(TM)
product.


                                       14


<PAGE>


Research and  Development.  Research and development  expenses  decreased $1.639
million,  or 83.1%,  from 1999 to 1998. The decrease in research and development
expenses  was  primarily  due  to  SAFETRACE  TX(TM)   achieving   technological
feasibility and the resulting capitalization of software development costs until
such time as the product is released to the general public. Capitalized software
development costs increased to $1.566 million, net of accumulated  amortization,
from $920 thousand, net of accumulated amortization, as of December 31, 1999 and
1998,  respectively.  Management anticipates research and development costs will
continue to be substantial. Management's plans for the Company's future software
products and services require continual research and development expenditures in
order to continue to capitalize on the Company's existing technological base and
its existing software development capabilities.

Restructuring  Charges. In March 1998, the Company underwent a restructuring and
reorganization  which was  implemented  to  reduce  general  and  administrative
expenses in such areas as payroll,  outside  contract  services,  various health
related items,  leased office space and others as well.  Restructuring  expenses
were  incurred in the amount of $132,000  for the year ended  December 31, 1998.
All of these expenses had been paid as of December 31, 1998.

Interest  Income.  Interest  income  increased  $99,000 from 1998 to 1999.  This
increase was primarily due to interest income  recognized on the collection of a
past due note receivable which had been but was totally reserved.

Interest Expense.  Interest expense  increased  $365,000 from 1998 to 1999. This
increase  was  primarily  due to the  increase  in debt  from  the 1999 and 1998
Financing Agreements.

Financing  Costs.  On April 14, 1998,  the Company  entered  into two  financing
agreements  that  provided  for the  issuance of warrants to purchase a total of
12,000,000 shares of the Company's common stock at $0.25 per share, for a period
of ten years. The issuance of the warrants resulted in deferred  financing costs
of $10.680  million which were amortized to financing costs over the term of the
agreements,  which both expired on April 15, 1999.  For the years ended December
31, 1999 and 1998,  the Company  recognized $ 4.822 million and $6.031  million,
respectively,  in financing  costs  expense  associated  with these  financings.
During 1999, the Company incurred  additional  financing costs expense of $1.217
million  related to the  extensions  of  exercise  periods of  warrants  and the
extensions of due dates for loans and lines of credit.

Other.  Other income (expense)  decreased to $256,000 from $355,000 from 1999 to
1998.  In 1999,  other income was primarily due to collection of a past due note
receivable  in the  amount  of  $250,000.  The note  receivable  had been  fully
reserved  for in prior  years.  Other  income  in 1998 was  primarily  due to an
adjustment  in 1998 for  potential  estimated  losses  accrued in prior years in
connection  with the  discontinued  operations  of  DataMed.  During  1998,  the
provision  for  estimated  losses of $421,000 was reversed and recorded in other
income.

Loss from Operations. The Company's loss from operations during 1999 as compared
to  1998  decreased  $692  thousand.  The  loss  from  operations  includes  the
recognition of a total of $6.039  million and $6.031 million of financing  costs
as of December  31, 1999 and 1998,  respectively.  Loss from  operations  before
other  income  (expense)  decreased  $1.065  million to $1.814  million from the
$2.879 million loss for 1998 due to increased  sales and  significantly  reduced
expenses.  During the first quarter of 1998, management began the implementation
of  a  cost  reduction  program  which,  as  it  was  anticipated,  assisted  in
management's  efforts to reduce the Company's  operating  expenses and operating
losses. Management implemented further reductions in October 1999.


                                       15


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash  equivalents  of $330,000 as of December  31, 1999
compared to $821,000 at December  31,  1998,  none of which was  restricted.  In
light  of  the  Company's  current  cash  position,  financing  activities,  and
projected  cash  flow,   management  believes  the  Company  has  the  financial
resources,  or can obtain the financial resources, to maintain its planned level
of operations for the next twelve months,  although the Company anticipates that
it will  continue to incur  operating  losses,  negative  cash flows and capital
expenditures during that period.

It is expected that the net proceeds  generated by the financing  agreements and
the  commitments  are  sufficient  to fund the  Company's  liquidity and capital
requirements  in the short  term  excluding  acquisitions  or major new  product
development  initiatives.  Management anticipates that the net proceeds from the
financing  agreements,  proceeds  from the exercise of warrants,  and any future
financing activities will be used to fund the Company's anticipated research and
development costs,  sales and marketing efforts,  and negative cash flows during
the remainder of 2000 and for general working capital purposes.

The Company had a net working  capital  deficit of $2.127 million as of December
31, 1999 and $2.528 million at December 31, 1998.

The Company  used $1.285  million in net cash for  operating  activities  during
1999,  compared to $3.228 million of net cash used during 1998. The cash used in
operations of $1.285 million during 1999 consisted  primarily of the net loss of
$7.945 million,  offset by the amortization of noncash deferred  financing costs
of $4.822 million,  noncash  issuances of common stock,  options and warrants of
$1.328 million, and depreciation and amortization.

Net cash used by investing activities was $1.261 million during 1999 compared to
net cash used by investing activities during 1998 of $1.101 million. The Company
invested $1.049 million in software development during 1999.

Net cash provided by financing  activities was $2.055 million and $2.780 million
during 1999 and 1998,  respectively.  These amounts  primarily  include proceeds
from the 1999  Financing Agreements.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In June 1998,  the FASB issued  Statement  No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities.  This statement was effective for all fiscal
quarters  beginning after June 15, 1999. In July 1999, the FASB issued Statement
No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral
of the  Effective  Date of FASB  Statement No. 133.  This  Statement  defers the
effective  date of Statement No. 133 to all fiscal  quarters of all fiscal years
beginning  after June 15, 2000.  The Company has not completed its evaluation of
the impact of this Statement.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains  certain  forward-looking  statements
within the meaning of Section 27A of the  Securities  Act and Section 21E of the
Securities  Exchange Act of 1934, as amended  ("Exchange  Act"), and the Company
intends that such forward-looking  statements be subject to the safe harbors for
such statements under such sections.  The Company's  forward-looking  statements
include the plans and objectives of management for future operations,  including
plans and objectives  relating to the Company's  planned  marketing  efforts and
future economic performance of the Company.  The forward-looking  statements and
associated  risks set forth in this  Annual  Report on Form  10-KSB  include  or


                                       16


<PAGE>


relate to:  (i) the  ability of the  Company  to obtain a  meaningful  degree of
consumer  acceptance for its software products and proposed  software  products,
(ii) the ability of the Company to market its  software  products  and  proposed
software products on a national and international  basis at competitive  prices,
(iii) the ability of the  Company's  software  products  and  proposed  software
products to meet government  regulations and standards,  (iv) the ability of the
Company to develop and maintain an effective  national and  international  sales
network,  (v)  success of the  Company in  forecasting  demand for its  software
products  and  proposed  software  products,  (vi) the ability of the Company to
maintain pricing and thereby maintain adequate profit margins, (vii) the ability
of the Company to achieve  adequate  intellectual  property  protection  for the
Company's software products and proposed software  products,  (viii) the ability
of the  Company and its  customers  to  successfully  and timely  implement  the
Company's  software  products,  and (ix) possible  changes in customer  software
buying patterns due to Year 2000 issues.

The  forward-looking  statements  herein are based on current  expectations that
involve a number of risk and uncertainties.  Such forward-looking statements are
based on assumptions that the Company will market and provide software  products
on a timely  basis,  that  there  will be no  material  adverse  competitive  or
technological change in condition of the Company's business, that demand for the
Company's  software  products will  significantly  increase,  that the Company's
Chief Executive  Officer will remain  employed as such by the Company,  that the
Company's forecasts  accurately  anticipate market demand and that there will be
no material adverse change in the Company's operations, business or governmental
regulation affecting the Company or its suppliers. The foregoing assumptions are
based on  judgments  with  respect to,  among  other  things,  future  economic,
competitive and market conditions,  and future business decisions,  all of which
are difficult or impossible to predict  accurately  and many of which are beyond
the  Company's  control.  Accordingly,  although the Company  believes  that the
assumptions underlying the forward-looking  statements are reasonable,  any such
assumption  could prove to be inaccurate and therefore there can be no assurance
that the results contemplated in forward-looking statements will be realized. In
addition, as disclosed elsewhere in this Annual Report on Form 10-KSB, there are
a number of other risks inherent in the Company's  business and operations which
could cause the Company's  operating results to vary markedly and adversely from
prior results or the results  contemplated  by the  forward-looking  statements.
Growth  in  absolute  and  relative  amounts  of cost  of  sales,  research  and
development,  sales and marketing and other operating expenses or the occurrence
of other events could cause actual results to vary  materially  from the results
contemplated by the forward-looking statements.  Management decisions, including
budgeting,  are subjective in many respects and periodic  revisions must be made
to reflect actual conditions and business developments,  the impact of which may
cause  the  Company  to  alter  its  marketing,  capital  investment  and  other
expenditures,  may also materially and adversely affect the Company's liquidity,
financial   position  and  results  of  operations.   In  light  of  significant
uncertainties  inherent  in the  forward-looking  information  included  in this
Annual Report on Form 10-KSB,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
Company's objectives or plans will be achieved.

ITEM 7. FINANCIAL STATEMENTS.

The Financial  Statements that constitute Item 7 are attached at the end of this
Annual Report on Form 10- KSB.


                                       17


<PAGE>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                            Page
                                                                            ----
Independent Auditors' Report -Deloitte & Touche LLP                          F-1
Independent Auditor's Report - KPMG LLP                                      F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998                 F-3
Consolidated Statements of Operations for the years ended
  December 31, 1999 and 1998                                                 F-5
Consolidated Statements of Stockholders' Equity (Deficit) for
  the years ended December 31, 1999 and 1998                                 F-6
Consolidated Statements of Cash Flows for the years ended December 31,
  1999 and 1998                                                              F-7
Notes to Consolidated Financial Statements                                   F-9

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

On September 3, 1999, KPMG LLP was dismissed as the independent  accountants for
Global Med . KPMG LLP acted as the  independent  accountants for the Company for
the year ended  December 31, 1998.  KPMG LLP was appointed on October 2, 1998 as
independent  accountants  for the Company as  reported in the Current  Report on
Form 8-K dated  October  5, 1998.  For the year ended  December  31,  1997,  the
independent  accountants  for the Company were Ernst & Young LLP.  Ernst & Young
LLP declined to stand for  re-election  for the year ended December 31, 1998, as
reported in the Current Report on Form 8-K dated June 19, 1998, as filed on June
25, 1998.

Neither of the reports on the Company's  financial  statements for the two years
in the period ended December 31, 1998 contained an adverse opinion or disclaimer
of  opinion,  and  neither  was  modified  as to  uncertainty,  audit  scope  or
accounting principles.

The  decision  to change  accountants  was  approved by the  Company's  Board of
Directors.

During the Company's two most recent fiscal years and subsequent  interim period
up to the  date  of  the  change  in  independent  accountants,  there  were  no
disagreements  with the  independent  accountants  on any  matter of  accounting
principle or practices,  financial  statement  disclosure,  or auditing scope or
procedure,  which  disagreement(s),  if any, not resolved to the satisfaction of
the independent  accountants,  would have caused the independent  accountants to
make a reference to the subject matter of the disagreement(s) in connection with
their reports.

On September 13, 1999,  the Company  engaged the  accounting  firm of Deloitte &
Touche LLP as the Company's independent accountants for the year ending December
31, 1999.  Deloitte & Touche LLP are  independent  accountants for Online Credit
International  Limited,  the  Company's  majority  shareholder  and for  eVision
USA.Com,  Inc., holder of warrants to purchase 10,000,000 shares of common stock
of Global Med for $0.25 per share.

During the Company's two most recent fiscal years and subsequent  interim period
up to the date of the  engagement  of Deloitte & Touche LLP, the Company did not
consult  with  Deloitte & Touche LLP with  regard to any matter  concerning  the
application  of  accounting  principles  to any  specific  transactions,  either
completed or proposed,  or the type of audit opinion that might be rendered with
respect to the Company's financial statements.


                                       18


<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Identification Of Directors and Executive Officers

The following  sets forth certain  information  with respect to the officers and
directors of the Company.

                                                                   Officer or
      Name                 Age             Position              Director Since
----------------------     ---      -------------------------    --------------

Michael I. Ruxin, M.D.      54      Chairman of the Board and         1989
                                      Chief Executive Officer

Fai H. Chan                 55      Director                          1998

Robert H. Trapp             44      Director                          1998

Kwok Jen Fong               50      Director                          1998

Jeffrey M. Busch            42      Director                          1998

Gary L. Cook                42      Director                          1998

Gordon E. Segal, M.D.       48      Director                          1997

Gerald F. Willman, Jr.      42      Director and Wyndgate Vice        1995
                                      President-Product Management

Tony Chan (1)               25      Director                          1999

Thomas F. Marcinek          46      President and Chief Operating     1998
                                      Officer

Alan K. Geddes              50      Vice President Finance, Chief     1998
                                      Financial Officer and Treasurer

--------------
(1)      Mr. Tony Chan is the son of Mr. Fai H. Chan.

The  directors  of the Company are elected to hold office  until the next annual
meeting of shareholders and until their respective  successors have been elected
and qualified. Officers of the Company are elected by the Board of Directors and
hold office until their successors are elected and qualified.


                                       19


<PAGE>


The  following  sets forth  biographical  information  concerning  the Company's
directors  and executive  officers for at least the past five years.  All of the
following  persons  who are  executive  officers  of the  Company  are full time
employees of the Company.

Michael I.  Ruxin,  M.D.,  the founder of the  Company,  has been an officer and
director of the Company  since its  incorporation  in 1989 and is currently  the
Chairman and Chief Executive  Officer of the Company.  Dr. Ruxin received a B.A.
degree from the University of Pittsburgh  and a M.D.  degree from the University
of Southern  California.  Dr. Ruxin is a licensed  physician in  California  and
Colorado.

Fai H. Chan,  has been a Director of the Company  since May 1998.  He has been a
Director  of eVision  since  December  26,  1997,  and  Chairman of the Board of
Directors  and  President  since  February  1998.  Mr. Chan is the  Chairman and
Managing  Director  of Online  International  and has been a Director  of Online
International since September 2, 1992. Mr. Chan was elected Managing Director of
Online  International  on May 1,  1995  and  Chairman  on June 3,  1995.  Online
International's  primary business  activities include real estate investment and
development, merchant banking, the manufacturing of building material machinery,
pharmaceutical  products and retail fashion. Mr. Chan has been the President and
a Director of Asia SuperNet Corporation,  (formerly Powersoft Technologies Inc),
which owns various  industrial  companies,  since June 1994 and Chief  Executive
Officer  thereof  since June 1995; a Director of  Intra-Asia  Equities,  Inc., a
merchant  banking  company,  since June  1993;  Executive  Director  of Hua Jian
International  Finance Co., Ltd. from December  1994 until  December  1996;  and
Chairman of the Board of Directors of American Pacific Bank since March 1988 and
Chief Executive Officer thereof between April 1991 and April 1993.

Robert H. Trapp has been a Director of the Company since May 1998. He has been a
Director of eVision since December 1997 and the Managing Director since February
1998.  Mr. Trapp has been a director of Online  International  since May 1995; a
Director  of  Inter-Asia  Equities,  Inc.,  a merchant  banking  company,  since
February 1995 and the Secretary  thereof since April 1994;  Director,  Secretary
and Treasurer of Asia SuperNet Corporation,  (formerly,  Powersoft  Technologies
Inc.), which owns various  industrial  companies;  and the Canadian  operational
manager of Pacific Concord Holding (Canada) Ltd. of Hong Kong, which operates in
the consumer products industry, from July 1991 until November 1997.

Kwok Jen Fong has been a Director  of the Company  since May 1998.  Mr. Fong has
been a  Director  of  eVision  since  February  1998 and a  Director  of  Online
International  since May  1995.  Mr.  Fong has been a  practicing  solicitor  in
Singapore for at least the last five years.

Jeffrey M. Busch has been a Director of the Company  since May 1998.  Mr.  Busch
has been a practicing  attorney  for over five years.  Mr. Busch has also been a
Director of eVision since February 1998.

Gary L. Cook has been a Director of the Company  since 1998.  Since 1996, he has
been Secretary,  Treasurer and Chief  Financial  Officer of eVision and oversees
all accounting,  internal and external  reporting,  treasury and cash management
functions.  Mr. Cook also is Treasurer of eBanker USA.Com, Inc.,  Vice-President
and Chief Financial  Officer of American  Fronteer  Financial  Corporation and a
Director of Secutron Corporation.  From 1994 to 1996, Mr. Cook was self-employed
as the  principal of All Tune and Lube,  LLC where he  researched,  directed and
managed the successful  start up and development of a small business.  From 1982
to 1994, he was a Senior  Manager at KPMG Peat Marwick and was  responsible  for
all  auditing  services  for  several  clients  in various  financial  and other
industries.  Mr. Cook also directed the training,  management  and evaluation of
staff  developed  and  implemented  accounting,   financial  reporting  and  SEC


                                       20


<PAGE>


reporting  systems  for major  growth  companies.  Mr.  Cook  received a B.A. in
Accounting  from  Bringham  Young  University  in 1982  and is a  member  of the
Colorado Society of Certified Public  Accountants and the American  Institute of
Certified Public Accountants.

Gordon E. Segal,  M.D.,  has been a director  of the  Company  since April 1997.
Since December 1995, he has been  co-founder and principal of M & S Ventures,  a
privately held investment venture capital firm specializing in biotechnology and
health care  companies.  From  January  1992 to December  1995,  Dr. Segal was a
private  venture  capitalist.  Dr.  Segal  received  a B.A.  degree in 1973 from
Southern  Methodist  University and a M.D. degree in 1978 from the University of
Tennessee.  Dr.  Segal  is a  licensed  physician  in New  York  and is a  board
certified anesthesiologist.

Tony Chan has been a director of the Company since December 1999. In March 2000,
Mr. Chan became the Chief Operating Officer of eVision. In 1999, Mr. Chan became
the President of OLBroker.Com, Inc., a wholly owned subsidiary of eVision. Prior
to April 1999, Mr. Chan worked as an Investment  Banker for Fronteer  Securities
(H.K.)  Limited,  a Hong Kong company in which Online  International  indirectly
holds a  minority  interest.  From 1998 to April  1999,  Mr.  Chan  worked as an
Investment  Banker for  Commerzbank,  Global  Equities,  Hong Kong. From 1996 to
1998, Mr. Chan worked in equity derivatives for Peregrine Derivatives.  Mr. Chan
received  a  Bachelor  of  Commerce  degree  in  Finance  with  honors  from the
University  of  British  Columbia.  Mr.  Chan is also a member  of the  Board of
Directors of eVision.

Gerald F. Willman,  Jr. has been a director of the Company and a Vice  President
of the Wyndgate  division since May 1995 and Chief Financial  Officer from April
through  August 1998.  Mr. Willman was director and then a Vice President of The
Wyndgate  Group,  Ltd.,  from 1984 to 1995 and was  responsible  for the overall
design and development of the products  developed by The Wyndgate  Group,  Ltd.,
including research of new technologies.  Prior to his employment at The Wyndgate
Group,  Ltd., he was employed as a development team leader at Systems  Research,
Inc. Mr. Willman  received a B.S.  degree from Hampden Sydney College and M.B.A.
degree from National University.

Thomas F. Marcinek was elected as President and Chief Operating Officer in March
1998.  From 1994 until  joining the Company,  he was the  President and owner of
Prax Information  Systems,  Wantagh,  New York, a practice  management  software
consulting  company.   From  1990-1994,   he  was  the  President  of  the  Data
Technologies Group, a division of Henry Schein, Inc.,  Melville,  New York. From
1985-1990, he was the Vice President of MIS for that same company.

Alan K. Geddes was elected as Vice President - Finance,  Chief Financial Officer
and Treasurer of the Company in August 1998. He was also a financial  consultant
to the Company.  Mr. Geddes was Vice  President and Chief  Financial  Officer of
EDnet,  Inc., a publicly held company based in San Francisco,  California,  from
1996 to 1997. From 1986 to 1996, Mr. Geddes was the Chief  Financial  Officer of
Oncogenetics,   Inc.,  Phoenix,  Arizona  and  IMAR  Corporation,   San  Rafael,
California,  both  emerging  companies  in medical  technology,  in  addition to
founding  his  own  company,  California  Pacific  Leasing,  Inc.,  San  Rafael,
California.  Previously,  he served as Corporate  Controller  at  Fiberplastics,
Inc., Corte Madera, California, in corporate management at Bio-Rad Laboratories,
Richmond,  California,  as Plant Controller with Abbott Laboratories,  Pasadena,
California  and as Financial  Analyst with Litton  Industries,  Woodland  Hills,
California.  Mr. Geddes received a B.A. degree from the University of California
and a M.B.A. degree in finance from Utah State University.

Family Relationships

Mr. Tony Chan is the son of Mr. Fai H. Chan.  Both are directors of the Company.


                                       21

<PAGE>



Involvement In Certain Legal Proceedings

No officer,  director,  significant employee,  promoter or control person of the
Company has been  involved in any event of the type  described in Item 401(d) of
Regulation S-B during the past five years.

Compliance With Section 16(A) Of The Exchange Act

Based upon the Company's review of its records, the following  individuals filed
a Form 3 and/or Form 4 on an untimely basis during 1999: Thomas F. Marcinek (one
Form 4  reporting  one  transaction);  Fai H.  Chan (one  Form 4  reporting  one
transaction);  Online Credit International Limited,  formerly Heng Fung Holdings
Company  Limited (one Form 4 reporting one  transaction);  Heng Fung Capital [S]
Private  Limited (one Form 4 reporting  one  transaction);  Online  Credit Ltd.,
formerly  Heng  Fung  Finance   Company   Limited  (one  Form  4  reporting  one
transaction); and Gary L. Cook (one Form 4 reporting two transactions).  No Form
5s were filed by any of the officers, directors or 10% or more beneficial owners
of the Company's common stock.  However,  to the best of the Company's knowledge
all transactions by such persons otherwise required to be filed on a Form 5 were
previously reported on a Form 3 or Form 4 and, therefore, no Form 5 was required
to be filed.





















                                       22


<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth  information  regarding  compensation paid to the
Company's  CEO and the other  executive  officers of the Company who received in
excess of $100,000  of salary and bonus from the  Company  during the year ended
December 31, 1999:
<TABLE>
<CAPTION>
                                                                                             Long-Term Compensation
                                                                               ------------------------------------------------
                                     Annual Compensation                       Restricted
   Name and Principal        ----------------------------------------            Stock          Options            All Other
       Position              Year           Salary         Bonuses ($)           Awards           & SARs           Compensation
---------------------        ----           ------         ----------          ----------  --------------    ------------------
<S>                          <C>          <C>             <C>                    <C>        <C>               <C>
Michael I. Ruxin,            1999         $ 190,000          --                    --         1,000,000       $  16,736  (1)
   Chairman and CEO          1998           190,000          --                    --         1,250,000         131,736  (2)
                             1997           190,000          --                    --            --              17,936  (3)

Thomas F. Marcinek,          1999           125,000          --                    --         500,000             5,400  (4)
   President and COO         1998           125,000          --                    --         500,000             5,400  (4)
                             1997           22,000           --                    --            --                --

Gerald F. Willman, Jr.       1999           100,000          --                    --            --                --
  Director and               1998           95,000           --                    --         150,000              --
  Vice President,            1997           95,000           --                    --            --             25,000   (5)
  Product Management

Alan K. Geddes,              1999           125,000          --                    --         200,000            4,800   (6)
  Vice President -           1998           52,083           --                    --         350,000            2,000   (6)
  Finance, Chief             1997             --             --                    --          10,000              --
  Financial Officer
  and Treasurer

William J. Collard,          1999             --             --                    --            --               --
  Wyndgate President         1998           100,000          --                    --            --              5,400   (7)
  and Director (through      1997           100,000          --                    --            --             16,400   (7)
  February 4, 1999)
</TABLE>


(1)  Dr. Ruxin received $3,800 per annum in life insurance premiums and a $1,078
     per month car allowance.

(2)  Dr. Ruxin received  $3,800 per annum in life insurance  premiums,  a $1,078
     per month car allowance and $115,000 under his non-compete agreement.

(3)  Dr. Ruxin received $5,000 per annum in life insurance premiums and a $1,078
     per month car allowance.

(4)  Mr. Marcinek received a $450 per month car allowance.

(5)  In 1997, Mr. Willman  received $25,000 for tax expenses related to the 1995
     Wyndgate merger.


                                       23

<PAGE>


(6)  Mr. Geddes received a $400 per month car allowance.

(7)  Mr. Collard received a $450 per month car allowance in 1997 and 1998.

Stock Option Plans and Other Issuances

The Second  Amended and Restated  Stock Option Plan provides for the issuance of
options  to  purchase  up to  2,200,000  shares  of common  stock to  employees,
officers,  directors and  consultants of the Company.  Options may be granted as
incentive stock or as nonqualified stock options.  Only employees of the Company
are eligible to receive Incentive Options.  Unless sooner  terminated,  the Plan
will  expire on May 31,  2000.  As of  December  31,  1999,  options to purchase
1,947,716  shares of the Company's  common stock at a weighted  average exercise
price of $1.32 per share through 2009 were outstanding, of which 947,216 options
to purchase shares were exercisable.

The Company also grants options to purchase shares of restricted common stock of
Global Med . The shares underlying theses options have not been registered under
the 1993 Act. There were options to purchase 5,067,500 shares of common stock at
a weighted average exercise price of $0.74 outstanding,  of which 1,134,966 were
exercisable at December 31, 1999.

In the fourth quarter of 1997,  the Company  adopted a stock  compensation  plan
(the Stock Compensation  Plan). The Stock Compensation Plan, as amended in 1998,
provides for the issuance of up to 200,000  shares of common stock to employees,
consultants  and others involved in the Company's  business.  A total of 135,000
shares  of  common  stock of  Global  Med  have  been  issued  under  the  stock
compensation plan.

Effective August 1, 1999, a director was issued 50,000 shares of common stock of
Global Med for the approximate value of $54,000 in exchange for legal consulting
services. This issuance was in accordance with terms of the Consulting Agreement
dated August 1, 1998. On October 12, 1999,  the Board of Directors  approved the
issuance of 50,000  shares of common  stock of Global Med to the same  director,
with an approximate value of $28,000 in exchange for legal consulting services.


                                       24

<PAGE>


Option Grants Table

The following table sets forth certain information regarding options to purchase
shares of the Company's common stock issued to Executive Officers of the Company
during the year ended December 31, 1999:

<TABLE>
<CAPTION>
                                  Number of         % of Total
                                 Securities          Options
                                 Underlying         Granted to
                                  Options           Employees        Exercise        Expiration
     Name                         Granted            in 1999           Price            Date
     ----                        ----------         ----------       --------        ----------
<S>                         <C>                      <C>         <C>                <C>
Michael I. Ruxin            1,000,000 (1)(3)           37%         $   .5625          10/12/09

Thomas F. Marcinek            500,000 (1)(3)           19%             .5625          10/12/09

Alan K. Geddes                200,000 (1)(2)(3)         8%             .5625          10/12/09

</TABLE>

(1)  On October  12,  1999,  the above  named  individuals  received  options to
     purchase the stated  number of shares of common stock of the Company;  such
     options vest when the company's earnings are $.01 per share, upon change of
     ownership of the company,  or in 5 years,  exercisable  for ten years.  The
     exercise price of the options is $0.5625 per share,  which was equal to the
     market value of the share on the date of the grant.

(2)  Option is  cancelable  by the Chief  Executive  Officer of the  Company and
     exercisable solely at the discretion of the Chief Executive Officer.

(3)  These  options to purchase  shares of the  Company's  common  stock are not
     registered  in the  Company's  effective  Form S-8  registering  authorized
     shares under the Second Amended and Restated Stock Option Plan.

                                       25


<PAGE>


Aggregated Option Exercises In 1999 And Year-End Option Values/Table

<TABLE>
<CAPTION>
                                                                                      Value of
                                                                                     Unexercised
                                                              Number of             In-the-Money
                                                             Unexercised             Options at
                                                             Options at               year-end
                           Shares                             Year-end                   ($)
                          Acquired           Value          Exercisable/            Exercisable/
    Name                 on Exercise       Realized         Unexercisable           Unexercisable
    ----                 -----------       --------         -------------           -------------
<S>                        <C>               <C>        <C>                      <C>
Michael I. Ruxin             --               --          100,000 / 2,150,000    $   0 / 656,300

Thomas F. Marcinek           --               --          240,000 / 760,000          0 / 328,150

Alan K. Geddes               --               --          176,667/ 383,333           0 / 131,260

Gerald F. Willman            --               --           60,000 / 90,000           0 / 0
</TABLE>

No options were exercised during 1999 by the Company's executive officers.

Long-Term Incentive Plan ("LTIP") Awards Table

No long term  incentive  plan awards  were  granted by the Company to any of the
executive  officers or directors of the Company  during the year ended  December
31, 1999.

Compensation Of Directors

Standard  Arrangements.  Members of the  Company's  Board of  Directors  are not
compensated  in  their  capacities  as  board  members.   However,  the  Company
reimburses all of its officers, directors and employees for accountable expenses
incurred  on behalf of the  Company.  Currently,  the  Company  does not pay any
directors fees for attendance at board meetings.

Other Arrangements.  The Company has no other arrangements pursuant to which any
director of the Company was compensated during the year ended December 31, 1999,
for services as a director.

On August 1, 1998,  the Company  entered into an employment  agreement  with Dr.
Ruxin for a period of three years commencing August 1, 1998. The initial term of
this agreement can be extended at the close of the second year for an additional
two years beyond the initial term  (creating a term of five years from August 1,
1998). Under the agreement, Dr. Ruxin receives a salary of $190,000 per year and
certain other fringe  benefits.  Dr.  Ruxin's  employment  agreement  includes a
cost-of-living  increase,  plus any other increase which may be determined  from
time to time at the discretion of the Company's Board of Directors.  Dr. Ruxin's
employment  under the  employment  agreement may be terminated by Dr. Ruxin upon
the sale by the Company of substantially all of its assets, a decision by merger
or  consolidation  of the Company to terminate  its business and  liquidate  its
assets,  the Company  with  another  entity or an  agreement to such a merger or
consolidation  or any other type of  reorganization,  or if the Company  makes a
general assignment for the benefit of creditors,  files for voluntary bankruptcy
or if a petition for the involuntary bankruptcy of the Company is filed in which


                                       26

<PAGE>


an order for relief is entered and remains in effect for a period of thirty days
or more, or if the Company seeks,  consents to, or acquiesces in the appointment
of a trustee,  receiver or liquidator of the Company or any material part of its
assets.  Dr.  Ruxin's  employment  under the  employment  agreement  also may be
terminated  by reason of Dr.  Ruxin's  death or  disability  or for cause as set
forth in the  employment  agreement.  If the Company  for any reason  other than
cause or permanent disability terminates the agreement, the Company must pay Dr.
Ruxin compensation, benefits and incentives at the rate in effect at termination
for  twenty-four  months  following  the date of  termination.  Pursuant  to Dr.
Ruxin's Employment  Agreement,  the Company authorized the issuance to Dr. Ruxin
of a  nonqualified  stock option to purchase  1,000,000  shares of the Company's
common  stock at $0.75 per  share,  exercisable  when the  Corporation's  annual
audited  financial  statements  reflect  earnings of $0.01 per share, or after a
vesting period of sixty months, whichever occurs first and for ten years.

On August 1, 1998,  the Company also entered into an employment  agreement  with
Thomas F. Marcinek for a period of three years  commencing  August 1, 1998.  The
initial term of this  agreement  can be extended at the close of the second year
for an  additional  two years beyond the initial  term  (creating a term of five
years from August 1, 1998). Under the agreement,  Mr. Marcinek receives a salary
of $125,000 per year and certain other fringe benefits.  Mr. Marcinek employment
agreement includes an annual  cost-of-living  increase,  plus any other increase
which may be  determined  from time to time at the  discretion  of the Company's
Board of Directors.  The agreement  also  contains  non-solicitation  and annual
incentive compensation provisions,  which are similar to those, set forth in Mr.
Geddes' employment agreement.

Pursuant to the agreement in 1998, Mr. Marcinek received incentive stock options
under the Company's  Stock Option Plan, as amended,  to purchase an aggregate of
350,000  shares of the Company's  common stock.  The options vest at the rate of
20% per year over a period of five years. If the Company (i) sells substantially
all its assets,  or (ii) merges or consolidates with another entity or otherwise
reorganizes or (iii) terminates Mr. Marcinek for any reason other than for cause
prior to the  expiration of the  agreement,  then the entire  350,000 in options
shall become 100% vested and immediately exercisable.

Mr. Marcinek may terminate his employment  under the employment  agreement under
the same  circumstance  as set  forth in Dr.  Ruxin and Mr.  Geddes'  employment
agreements.  If the  Company  for any  reason  other  than  cause  or  permanent
disability terminates Mr. Marcinek's employment agreement,  the Company must pay
Mr.  Marcinek  compensation,  benefits and  incentives  at the rate in effect at
termination for twelve months following the date of termination.

On August 1, 1998,  the Company also entered into an employment  agreement  with
Alan K.  Geddes  for a period of three  years  commencing  August 1,  1998.  The
initial term of this  agreement  can be extended at the close of the second year
for an  additional  two years beyond the initial  term  (creating a term of five
years from August 1, 1998). Under the agreement, Mr. Geddes receives a salary of
$125,000  per year and certain  other fringe  benefits.  Mr.  Geddes  employment
agreement includes an annual  cost-of-living  increase,  plus any other increase
which may be  determined  from time to time at the  discretion  of the Company's
Board of Directors.  The agreement  also contains a  non-solicitation  provision
which prohibits Mr. Geddes from  soliciting  employees  and/or  customers of the
Company  to enter  the  employ or to do  business  with any  business  entity in
competition  with the Company during Mr. Geddes'  employment and for a period of
twelve months after the  cessation  thereof.  The  agreement  also provides that
annually, while the employment agreement is in effect, at the sole option of the
Company, Mr. Geddes may receive incentive  compensation of up to 50% of his then
current  annual  base  salary.  The  incentive  compensation  will be  based  on
objectives  established  by the  Company  and Mr.  Geddes on December 31 of each
year.


                                       27

<PAGE>


Pursuant to the agreement,  in 1998 Mr. Geddes received  incentive stock options
under the Company's  Stock Option Plan, as amended,  to purchase an aggregate of
250,000  shares of the Company's  common stock.  The options vest at the rate of
20% per year over a period of five years. If the Company (i) sells substantially
all its assets, or (ii) mergers or consolidates with another entity or otherwise
reorganizes  whereby  the total  value of the  Company's  common  stock  exceeds
$100,000,000 as a result of such  transaction or (iii) terminates Mr. Geddes for
any reason other than for cause prior to the expiration of the  agreement,  then
the  entire  250,000  in  options  shall  become  100%  vested  and  immediately
exercisable.

Mr. Geddes'  employment under the employment  agreement may be terminated by Mr.
Geddes  under  the  same  circumstance  as set  forth  in Dr.  Ruxin's  and  Mr.
Marcinek's employment agreements. If the Company for any reason other than cause
or permanent disability terminates Mr. Geddes' employment agreement, the Company
must pay Mr. Geddes compensation,  benefits and incentives at the rate in effect
at termination for twelve months following the date of termination.  The Company
also paid Mr. Geddes'  temporary living expenses  associated with his relocation
to Sacramento, California.

During 1999, the Board of Directors approved salary increases for Messrs, Ruxin,
Marcinek,  and  Geddes.  The  increases  range from 10% to 20% and are  payable,
effective August 1, 1999, when the Company has achieved  positive cash flow from
operations.  The Board of Directors also approved bonuses in amounts of $50,000,
$25,000, and $10,000 for Messrs, Ruxin,  Marcinek,  and Geddes, payable when the
Company has achieved positive cash flow from operations.

On May 24, 1995, the Company had entered into a five-year  employment  agreement
with  William J.  Collard.  Mr.  Collard  and the Company  reached an  agreement
whereby Mr. Collard's  employment  agreement would be terminated and Mr. Collard
would retire  effective  February 4, 1999. The Company agreed to pay Mr. Collard
$64,000, in monthly installments of $3,000 per month for approximately 22 months
commencing December 30, 1998. In addition, the Company agreed to pay Mr. Collard
approximately $237,500, in 42 monthly installments, also commencing December 30,
1998.  During the year ended  December  31, 1999,  the Company paid Mr.  Collard
$67,917 and as of December 31, 1999,  the Company owed Mr.  Collard a balance of
$163,333.

Reporting On Repricing Of Options

Effective  February 20, 1998, the Board of Directors granted an incentive option
to  purchase  350,000  shares of the  Company's  common  stock to Mr.  Thomas F.
Marcinek at $0.92 per share. On August 27, 1998, the Board of Directors  amended
the price of the  incentive  option to $0.75 per share,  the market price of the
Company's  common stock on that date.  During the period from the original grant
to the amendment,  the Company experienced a change in control. The new Board of
Directors  believes  it was in the best  interest  of the Company to reprice the
option as a further incentive to Mr. Marcinek.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

Online Credit and its principals,  Fai H. Chan,  Kwok Jen Fong,  Robert H. Trapp
and Jeffrey M. Busch,  currently control the Company.  Online  International and
its  principals  have appointed six of nine members of the Board of Directors of
the Company,  i.e.,  Messrs. F. Chan, T. Chan, Fong, Trapp,  Busch, and Cook. In
addition,  Online  International  owns 98.6% of Heng Fung  Capital (S)  Limited,
which,  in turn,  owns 100% of Online  Credit.  In connection  with an April 14,
1998, $1,500,000 million loan to the Company, Online Credit was issued a warrant
to purchase 6,000,000 shares of the Company's common stock, exercisable at $0.25
per share until April 14, 2008. Online International also owns approximately 38%


                                       28

<PAGE>


(beneficially  approximately  67%) of the  outstanding  common stock of eVision.
eVision owns 100% of the outstanding common stock of AFFC. AFFC owns warrants to
purchase 46,100 units at $11.55 per unit,  exercisable  until February 11, 2003,
each unit consisting of two shares of common stock and a warrant to purchase one
share of common stock at $7.51,  exercisable  until  February 11, 2003.  eVision
also is a majority holder of shares of the outstanding  common stock of eBanker.
In connection with an April 14, 1998,  $1,650,000 line of credit extended to the
Company,  a then  wholly  owned  subsidiary  of eVision  was issued a warrant to
purchase  1,000,000 shares of the Company's  common stock,  exercisable at $0.25
per share until April 14,  2008,  and the right to receive a warrant to purchase
an additional  5,000,000  shares of the Company's  common stock,  exercisable at
$0.25 per share until April 14, 2008,  when the line of credit was drawn upon by
the Company.  In September  1998,  pursuant to an  Assignment,  Assumption,  and
Consent Agreement,  eVision assigned all its rights duties and obligations under
the $1,650,000 line of credit to eBanker.  In October 1998, the Company borrowed
on the  $1,650,000  line of credit  and  issued  eBanker a warrant  to  purchase
5,000,000 shares of the Company's  common stock,  exercisable at $0.25 per share
until April 14, 2008.

Also,  in  October  1998,  pursuant  to a Loan  and  Warrant  Purchase  and Sale
Agreement,  Online Credit sold eBanker $1,000,000 of the April 14, 1998 loan and
warrants to purchase 4,000,000 shares of the Company's common stock, exercisable
at $0.25 per share until April 14, 2008.  Therefore,  through its  subsidiaries,
Online  International  and its principals  beneficially own warrants to purchase
12,000,000 shares of the Company's common stock,  exercisable at $0.25 per share
until April 14, 2008, and warrants to purchase  46,100 units at $11.55 per unit,
exercisable  until  February 11,  2003,  each unit  consisting  of two shares of
common  stock  and a warrant  to  purchase  one share of common  stock at $7.51,
exercisable until February 11, 2003.

During  1999,  the Company  issued  eBanker a total of 155,907  shares of common
stock of the Company in payment of  financing  fees.  In exchange for the Lockup
Agreement  described  above in Part I, eBanker and eVision  were issued  450,000
shares and 50,000 shares of common stock of Global Med , respectively.

Security Ownership of Beneficial Owners

The Company is currently  controlled by Online International and its principals,
Fai H. Chan,  Kwok Jen Fong,  Robert H. Trapp and Jeffrey M.  Busch,  which have
appointed  six of the nine  members of the Board of  Directors  of the  Company,
i.e., Messrs. Chan, Fong, Trapp, Busch, Gary L. Cook and Tony Chan. In addition,
through its subsidiaries,  Online International  currently owns 2,655,907 shares
of the Company's  common stock and derivative  securities which may be exercised
and/or converted into 12,507,865 shares of the Company's common stock.(1)

                                       29

<PAGE>


The following  table sets forth,  as of December 31, 1999,  the ownership of the
Company's   common  stock,   based  upon  11,637,786   shares  of  common  stock
outstanding, by (i) each director and executive officer of the Company, (ii) all
directors  and  executive  officers  of the  Company  as a group,  and (iii) all
persons known by the Company to  beneficially  own more than 5% of the Company's
common stock.
<TABLE>
<CAPTION>

                                     Amount and Nature of Beneficial Ownership(2)
                                     -------------------------------------------
                                                                                                       Combined
                                                                                                      Shares of
                                                                                                        Common
                                                                                                      Stock and
                                                                  Percent of          Shares            Shares        Combined
                                                   Shares of        Common          Underlying        Underlying     Percent of
                               Position With        Common        Stock Out-        Derivative        Derivative       Common
      Name and Address            Company            Stock         Standing         Securities        Securities        Stock
      ----------------            -------            -----         --------         ----------        ----------        -----

<S>                         <C>                  <C>              <C>             <C>                <C>               <C>
Michael I. Ruxin, M.D.        Chairman of the       677,800           5.8%             256,250(3)         934,050          7.9%
12600 W. Colfax               Board and Chief
Suite C-420                      Executive
Lakewood, CO 80215                Officer

Fai H. Chan                       Director        2,655,907(4)       22.8%          12,757,865(5)      15,413,772         63.2%
Bank of Communications
Tower, 10th Floor
231-235 Gloucester Road
Wanchai, Hong Kong

Jeffrey M. Busch                  Director          156,000           1.3%           1,000,000(6)       1,156,000          9.1%
Suite 204 B,
Oxford Plaza
University Plaza
Newark, DE 19702

Gerald F. Willman               Director and        882,514(7)        7.6%              92,000(8)         974,514          8.3%
4925 Robert J. Mathews        Vice President-
Parkway, Suite 100                Product
El Dorado Hills, CA 95762        Management
                                 (Wyndgate
                               Technologies)

Gordon E. Segal, M.D.             Director          250,000           2.1%              64,250(9)         314,250          2.7%
3850 Kim Lane
Encino, CA 91436

Thomas F. Marcinek             President and         20,500           0.2%             240,000(10)        260,500          2.2%
4925 Robert J. Mathews        Chief Operating
Parkway, Suite 100                Officer
El Dorado Hills, CA 95762


                                       30

<PAGE>

<CAPTION>
                                                                                                       Combined
                                                                                                      Shares of
                                                                                                        Common
                                                                                                      Stock and
                                                                  Percent of          Shares            Shares        Combined
                                                   Shares of        Common          Underlying        Underlying     Percent of
                               Position With        Common        Stock Out-        Derivative        Derivative       Common
      Name and Address            Company            Stock         Standing         Securities        Securities        Stock
      ----------------            -------            -----         --------         ----------        ----------        -----

<S>                         <C>                  <C>              <C>             <C>                <C>               <C>

Alan K. Geddes                 Vice President        20,500           0.2%             166,666(11)        187,166          1.6%
4925 Robert J. Mathews         Finance, Chief
Parkway, Suite 100               Financial
El Dorado Hills, CA 95762       Officer and
                                 Treasurer

Kwok Jen Fong                     Director            -0-             0.0%             150,000(12)        150,000          1.3%
7 Tamasek Blvd.
#43-03 Suntec
Tower One
Singapore 038987

Gary L. Cook                      Director            -0-             0.0%              20,000(13)         20,000          0.2%
1700 Lincoln Street
32nd Floor
Denver, CO 80203

Robert H. Trapp                   Director            -0-             0.0%              20,000(14)         20,000          0.2%
1700 Lincoln Street
32nd Floor
Denver, CO 80202

Kim Geist                        Secretary            -0-             0.0%               4,000(15)          4,000          0.03%
12600 W. Colfax
Suite C-420
Lakewood, CO 80215

Tony Chan                         Director            -0-             0.0%                 -0-(16)           -0-           0.0%
1700 Lincoln Street
32nd Floor
Denver, CO 80203

All Directors and                                 4,663,221          40.1%          14,771,031         19,434,252         73.6%
Executive Officers as a
group (12 persons)

Online Credit International         None          2,655,907(1)       22.8%          12,507,865(18)       15,163,772       62.8%
Bank of Communications
Tower, 10th Floor
231-235 Gloucester Road
Wanchai, Hong Kong

William J. Collard                None(19)          598,006           5.1%              15,000(20)        613,006          5.3%
4925 Robert J. Mathews
Parkway, Suite 100
El Dorado Hills, CA 95762
</TABLE>

(1)  Fai H.  Chan is an  officer,  director  and  11.8%  shareholder  of  Online
     International  and,  therefore,   is  a  beneficial  owner  of  the  shares
     beneficially  owned by Online  International and its subsidiaries.  Messrs.
     Fong, Trapp,  Busch, Cook and Tony T. W. Chan are also officers,  directors
     and/or  shareholders  of  Online   International   and/or  certain  of  its
     subsidiaries;  however,  they  disclaim  beneficial  ownership  the  shares
     beneficially  owned by Online  International and its  subsidiaries.  Online
     International  owns  98.6% of the  outstanding  common  stock of Heng  Fung
     Capital (S) Limited (Heng Fung Capital). Heng Fung Capital owns 100% of the
     outstanding   common  stock  of  Online   Credit  and   approximately   31%
     (beneficially  approximately  76%)  of  the  outstanding  common  stock  of
     eVision.  eVision  owns a  majority  of the  outstanding  common  stock  of
     eBanker,  and 100% of the outstanding common stock of American Fronteer the


                                       31

<PAGE>


     underwriter of the Company's  initial public  offering.  Online Credit owns
     2,000,000 shares of the Company's  common stock.  eBanker owns: (i) 605,907
     shares of the Company's common stock;  (ii) warrants to purchase  9,000,000
     shares of the Company's common stock,  exercisable at $0.25 per share until
     April 14, 2008;  (iii) $1,000,000 in promissory notes which are convertible
     into  shares of common  stock at $1.15 per share;  and,  (iv)  $750,000  in
     promissory notes which are convertible into shares of common stock at $1.13
     per share.  eVision owns: (i) 50,000 shares of the Company's  common stock;
     and, (ii)  warrants to purchase  1,000,000  shares of the Company's  common
     stock,  exercisable  at $0.25 per share  until  April 14,  2008.  AFFC owns
     warrants to purchase  46,100  units at $11.55 per unit,  exercisable  until
     February 11, 2003, each unit consisting of 2 shares of the Company's common
     stock  and a  warrant  to  purchase  1 share  of  common  stock  at  $7.51,
     exercisable  until  February 11,  2003.  eBanker  also owns  $2,650,000  in
     promissory notes which are convertible only in the event of default thereon
     into shares of common stock at $0.25 per share.

(2)  Calculated  pursuant to Rule  13d-3(d) of the  Securities  Exchange  Act of
     1934.  Unless otherwise stated below,  each such person has sole voting and
     investment  power with respect to all such shares and, under Rule 13d-3(d),
     shares not outstanding  which are subject to options,  warrants,  rights or
     conversion privileges exercisable within 60 days are deemed outstanding for
     the purpose of calculating the number and percentage  owned by such person,
     but  are  not  deemed  outstanding  for  the  purpose  of  calculating  the
     percentage owned by each other person listed.

(3)  Includes 6,250 shares  underlying  warrants  issued in connection  with the
     purchase  of 10% Notes and  250,000  shares  underlying  options.  Does not
     include  2,000,000  shares  underlying  options  which are not  exercisable
     within 60 days of the date hereof.

(4)  Includes   the   following   shares   owned  by   subsidiaries   of  Online
     International,  of which he is an officer,  director and 11.8% shareholder:
     (i) 2,000,000  shares owned by Online Credit;  (ii) 605,907 shares owned by
     eBanker; and, (iii) 50,000 shares owned by eVision.

(5)  Includes the following  shares  underlying  derivative  securities owned by
     subsidiaries of Online International,  of which he is an officer,  director
     and 11.8%  shareholder:  (i) 9,000,000 shares underlying  warrants owned by
     eBanker; (ii) 1,000,000 shares underlying warrants owned by eVision;  (iii)
     138,300  shares  underlying  warrants to purchase  46,100 units,  each unit
     consisting of 2 shares of common stock and one warrant, owned by AFFC; (iv)
     869,565 shares  underlying  $1,000,000 in promissory notes owned by eBanker
     which are  convertible  into common  stock at $1.15 per share;  (v) 500,000
     shares  underlying  $750,000 in promissory notes owned by eBanker which are
     convertible  into common stock at $0.50 per share.  Also  includes  250,000
     shares  underlying  options issued to him for services as a director of the
     Company.  Does not  include  10,600,000  shares  underlying  $2,650,000  in
     promissory  notes owned by eBanker which are convertible  only in the event
     of default thereon into common stock at $0.25 per share.

(6)  Includes 400,000 shares  underlying  options and 600,000 shares  underlying
     warrants.

(7)  Includes  346,481  shares  owned  by Lori J.  Willman,  the  spouse  of Mr.
     Willman.

(8)  Includes  90,000 shares  underlying  options owned by Mr. Willman and 2,000
     shares  underlying  options  owned by Lori J.  Willman,  the  spouse of Mr.
     Willman.  Does not include  60,000 shares  underlying  options owned by Mr.
     Willman and 8,000 shares underlying options owned by Mrs. Willman which are
     not exercisable  within 60 days of the date hereof. Mr. Willman has granted
     individual  options  to  certain  employees  of  Wyndgate  Technologies  to
     purchase  all  or  any  part  of  109,434  of his  shares  of the  Company,
     exercisable until September 21, 2005.


                                       32


<PAGE>


(9)  Includes 6,250 shares  underlying  warrants  issued in connection  with 10%
     Notes and 58,000 shares underlying options.  Does not include 22,000 shares
     underlying  options  which are not  exercisable  within 60 days of the date
     hereof.

(10) Includes  240,000  shares  underlying  options.  Does not  include  760,000
     options which are not exercisable within 60 days of the date hereof.

(11) Includes 166,666 shares underlying options. Does not include 383,334 shares
     underlying  options  which are not  exercisable  within 60 days of the date
     hereof.

(12) Includes 150,000 shares underlying options.

(13) Includes  20,000  shares  underlying  options.  Does not include (i) 30,000
     shares underlying  options which are not exercisable  within 60 days of the
     date hereof;  and, (ii) 1,650 shares owned by Mr. Cook's sons held in joint
     accounts  with Mr. Cook,  which  accounts are solely for the benefit of Mr.
     Cook's sons, of which shares Mr. Cook disclaims beneficial ownership.

(14) Includes 20,000 shares underlying  options.  Does not include 30,000 shares
     underlying  options  which are not  exercisable  within 60 days of the date
     hereof.

(15) Includes 4,000 shares  underlying  options.  Does not include 11,000 shares
     underlying  options  which are not  exercisable  within 60 days of the date
     hereof.

(16) Does not include 50,000 shares underlying options which are not exercisable
     within 60 days of the date hereof.

(17) Includes   the   following   shares   owned  by   subsidiaries   of  Online
     International:  (i) 2,000,000  shares owned by Online Credit;  (ii) 605,907
     shares owned by eBanker; and (iii) 50,000 shares owned by eVision.

(18) Includes the following  shares  underlying  derivative  securities owned by
     subsidiaries  of Online  International:  (i)  9,000,000  shares  underlying
     warrants owned by eBanker;  (ii) 1,000,000 shares underlying warrants owned
     by eVision;  (iii) 138,300 shares  underlying  warrants to purchase  46,100
     units,  each unit  consisting  of 2 shares of common stock and one warrant,
     owned by AFFC;  (iv) 868,565  shares  underlying  $1,000,000  in promissory
     notes owned by eBanker which are convertible into common stock at $1.15 per
     share;  and, (v) 500,000  shares  underlying  $750,000 in promissory  notes
     owned by  eBanker  which are  convertible  into  common  stock at $0.50 per
     share.  Does  not  include  10,600,000  shares  underlying   $2,650,000  in
     promissory  notes owned by eBanker which are convertible  only in the event
     of default thereon into common stock at $0.25 per share.

(19) William J. Collard retired as President of Wyndgate Technologies  effective
     February 4, 1999.

(20) Includes  15,000 shares  underlying  warrants issued in connection with the
     purchase of 10% Notes.  Mr.  Collard has granted  individual  options to an
     employee of Wyndgate  Technologies  to purchase all or any part of 1,633 of
     his shares of the Company, exercisable until September 21, 2005.

                                       33

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dr. Ruxin has personally guaranteed the Company's $1,650,000 line of credit with
eBanker.

The Board of Directors of the Company has adopted  resolutions  that no business
transaction,  loan  or  advance  will be made  by the  Company  to any  officer,
director  or  holder  of more  than 5% of the  Company's  common  stock,  or any
affiliate  thereof,  unless it has been  established  that a bona fide  business
purpose  exists,  that all  future  transactions  between  the  Company  and its
officers,  directors, or principal shareholders, or any affiliate of any of such
person,  must  be  approved  or  ratified  by a  majority  of the  disinterested
directors  of the  Company,  and the terms of such  transaction  must be no less
favorable  to the  Company  than could have been  realized  by the Company in an
arms-length  transaction with an unaffiliated  person. The Company believes that
all ongoing  transactions  with the  Company's  affiliates  are on terms no less
favorable than could be obtained from unaffiliated third parties.

The Board of  Directors of the Company  adopted a  resolution  in July 1996 that
provides that the areas of business in which the Company shall be interested for
the purpose of the doctrine of corporate  opportunities shall be the business of
information  management software products and services. Any business opportunity
which falls  within such areas of interest  must be brought to the  attention of
the Company for acceptance or rejection  prior to any officer or director of the
Company taking advantage of such opportunity.  Any business  opportunity outside
such areas of  interest  may be entered  into by any  officer or director of the
Company without the officer or director first offering the business  opportunity
to the Company.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     See "EXHIBIT INDEX" on page 37

(b)  Current Reports on Form 8-K:

There were no Current Reports on Form 8-K filed during the fourth quarter of the
fiscal year ended December 31, 1999.


                                       34

<PAGE>
                          Independent Auditors' Report




Board of Directors
Global Med Technologies, Inc. and Subsidiary


We have  audited  the  accompanying  consolidated  balance  sheet of Global  Med
Technologies,  Inc. and  Subsidiary  as of December  31,  1999,  and the related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Global Med Technologies,  Inc. and
Subsidiary  as of December 31,  1999,  and the results of their  operations  and
their  cash  flows  for the  year  then  ended  in  conformity  with  accounting
principles generally accepted in the United States of America.


/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP



Denver, Colorado
April 26, 2000

                                       F-1


<PAGE>




                          Independent Auditors' Report




Board of Directors
Global Med Technologies, Inc.


We have  audited  the  accompanying  consolidated  balance  sheet of Global  Med
Technologies,  Inc. and  subsidiary  as of December  31,  1998,  and the related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Global  Med
Technologies,  Inc. and  subsidiary as of December 31, 1998,  and the results of
its  operations and its cash flows for the year then ended,  in conformity  with
generally accepted accounting principles.


                                                  /s/ KPMG LLP
                                                  KPMG LLP

Denver, Colorado
April 9, 1999

                                       F-2


<PAGE>


<TABLE>
<CAPTION>

                            GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                                     CONSOLIDATED BALANCE SHEETS
                            (In thousands, except per share information)
                                                                                                     December 31,
                                                                                               -----------------------
                                                                                               1999               1998
                                                                                               ----               ----
<S>                                                                                         <C>                    <C>
ASSETS

CURRENT ASSETS:

   Cash and cash equivalents ..........................................................     $   330                821
   Accounts receivable-trade, net of allowance for uncollectible accounts
       of  $50 at December 31, 1999 and 1998 ..........................................         445                413
   Accrued revenues, net of allowance for uncollectible accounts of
       $15 at December 31, 1999 and 1998 ..............................................         324                 43
   Prepaid expenses and other assets ..................................................          66                118

Total current assets ..................................................................       1,165              1,395

EQUIPMENT, FURNITURE AND FIXTURES, AT COST:
   Furniture and fixtures .............................................................         167                229
   Machinery and equipment ............................................................         306                308
   Computer hardware and software .....................................................       1,583              1,145
                                                                                            -------            -------
                                                                                              2,056              1,682
   Less accumulated depreciation and amortization .....................................      (1,564)            (1,117)
                                                                                            -------            -------

Net equipment, furniture and fixtures .................................................         492                565

DEFERRED FINANCING COSTS,
   net of accumulated amortization of $10,853 and $6,031 at
   December 31,1999 and 1998 respectively .............................................         300              4,649

CAPITALIZED SOFTWARE DEVELOPMENT COSTS,
   net of accumulated amortization of $1,126 and $723 at
   December 31, 1999 and 1998, respectively ...........................................       1,566                920

OTHER ASSETS ..........................................................................          65                 60
                                                                                            -------            -------


Total assets ..........................................................................     $ 3,588              7,589
                                                                                            =======            =======








See accompanying notes to the consolidated financial statements.

                                       F-3

<PAGE>


<CAPTION>


                            GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                               CONSOLIDATED BALANCE SHEETS (CONTINUED)
                            (In thousands, except per share information)


                                                                                                   December 31,
                                                                                             -----------------------
                                                                                             1999               1998
                                                                                             ----               ----
<S>                                                                                     <C>                      <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

   Accounts payable ................................................................    $    303                 234
   Accrued expenses ................................................................         808                 637
   Accrued payroll .................................................................          87                  53
   Accrued compensated absences ....................................................         412                 438
   Noncompete accrual ..............................................................          35                  35
   Deferred revenue ................................................................       1,502               1,935
   Current portion of financing agreements, related party ..........................        --                   500
   Current portion of capital lease obligations ....................................         145                  91
                                                                                        --------            --------
Total current liabilities ..........................................................       3,292               3,923

CAPITAL LEASE OBLIGATIONS, less current portion ....................................         179                 105

FINANCING AGREEMENTS, RELATED PARTY, less current portion ..........................       4,400               2,200
                                                                                        --------            --------
Total liabilities ..................................................................       7,871               6,228
                                                                                        --------            --------
COMMITMENTS AND CONTINGENCIES (Notes 2, 3, 5, 9 and 11)

STOCKHOLDERS' EQUITY (DEFICIT):

   Preferred stock, $.01 par value: Authorized shares - 10,000;
      none issued or outstanding ...................................................        --                  --
   Common stock, $.01 par value: Authorized shares - 40,000;
      issued and outstanding shares-11,638 and 8,882 at December 31,
      1999 and 1998, respectively ..................................................         116                  89
   Additional paid-in capital ......................................................      27,158              24,884
   Accumulated deficit .............................................................     (31,557)            (23,612)
                                                                                        --------            --------

Total stockholders' equity (deficit) ...............................................      (4,283)              1,361
                                                                                        --------            --------

Total liabilities and stockholders' equity (deficit) ...............................    $  3,588               7,589
                                                                                        ========            ========
</TABLE>




See accompanying notes to the consolidated financial statements.

                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                            GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                            (In thousands, except per share information)

                                                                                      Year Ended December 31,
                                                                                   ----------------------------
                                                                                   1999                    1998
                                                                                   ----                    ----
<S>                                                                            <C>                        <C>
REVENUES:
   License fee and maintenance revenues ...................................    $  3,675                   2,457
   Implementation and consulting services revenues ........................       1,480                   1,982
   Hardware sales, obtained from vendors ..................................         235                     348
                                                                               --------                --------
                                                                                  5,390                   4,787
                                                                               --------                --------

COST OF REVENUES:
   Software sales and consulting ..........................................       2,700                   1,950
   Hardware sales, obtained from vendors ..................................         247                     300
                                                                               --------                --------
                                                                                  2,947                   2,250
                                                                               --------                --------

Gross profit ..............................................................       2,443                   2,537

OPERATING EXPENSES:
   General and administrative .............................................       2,431                   1,769
   Sales and marketing ....................................................         972                     975
   Research and development ...............................................         334                   1,973
   Depreciation and amortization ..........................................         520                     567
   Restructuring charges ..................................................        --                       132
                                                                               --------                --------

Loss from operations ......................................................      (1,814)                 (2,879)

OTHER INCOME (EXPENSE):
   Interest income ........................................................         117                      18
   Interest expense .......................................................        (465)                   (100)
   Financing costs ........................................................      (6,039)                 (6,031)
   Other ..................................................................         256                     355
                                                                               --------                --------

Net loss ..................................................................    $ (7,945)                 (8,637)
                                                                               ========                ========

Basic and diluted loss per common share ...................................    $  (0.75)                  (1.05)
                                                                               ========                ========

Weighted average number of common shares outstanding ......................      10,554                   8,228
                                                                               ========                ========
</TABLE>



See accompanying notes to the consolidated financial statements.

                                       F-5


<PAGE>

<TABLE>
<CAPTION>
                                   GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                   (In thousands)

                                                                                 Common Stock     Additional
                                                                             ------------------    paid-in     Accumulated
                                                                             Shares      Amount    capital       Deficit       Total
                                                                             ------      ------   ----------   -----------     -----
<S>                                                                          <C>       <C>          <C>        <C>           <C>
Balances, December 31, 1997 ..........................................       8,148     $    82      13,420     (14,975)      (1,473)

Issuance of common stock from exercise of warrants
     related to January 1997 12%  notes ..............................         564           5         410        --            415

Issuance of common stock for services ................................         170           2         123        --            125

Fair value of warrants associated with financing agreements ..........        --        10,680        --        10,680

Warrants issued for consulting services ..............................        --          --           210        --            210

Fair value of options issued to former officer .......................        --          --            41        --             41

Net loss .............................................................        --          --          --        (8,637)      (8,637)
                                                                           -------     -------     -------     -------      -------

Balances, December 31, 1998 ..........................................       8,882          89      24,884     (23,612)       1,361

Exercise of warrants in relation to financing agreement ..............       2,000          20         480        --            500

Issuance of common stock in consideration ............................         156           1         175        --            176
     of debt financings

Issuance of common stock for services ................................         100           1          81        --             82

Issuance of common stock for Lockup Agreement ........................         500           5         292        --            297

Fair value of options issued to consultants ..........................        --          --            26        --             26

Fair value of amendments to warrants .................................        --          --         1,217        --          1,217

Employee stock based compensation ....................................        --          --             3        --              3

Net loss .............................................................        --          --          --        (7,945)      (7,945)
                                                                           -------     -------     -------     -------      -------

Balances, December 31, 1999 ..........................................      11,638     $   116      27,158     (31,557)      (4,283)
                                                                           =======     =======     =======     =======      =======
</TABLE>


See accompanying notes to the consolidated financial statements.

                                      F-6


<PAGE>

<TABLE>
<CAPTION>

                            GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In thousands)

                                                                                     Year Ended December 31,
                                                                                 ---------------------------
                                                                                 1999                   1998
                                                                                 ----                   ----
<S>                                                                           <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss ...............................................................      $(7,945)                (8,637)
Adjustments to reconcile net loss to net cash used
  in operating activities:
     Depreciation and amortization .....................................          520                    567
     Amortization of software development costs ........................          403                    320
     Amortization of financing costs ...................................        4,822                  6,031
     Changes in allowances for uncollectible amounts ...................         --                     (235)
     Loss on disposal of assets ........................................           38                     35
     Issuance of common stock, options and warrants
       for services and other ..........................................        1,328                    419
     Other .............................................................           (5)                   (61)
     Changes in operating assets and liabilities:
        Accounts receivable-trade ......................................          (32)                  (113)
        Accrued revenues ...............................................         (281)                   225
        Prepaid expenses and other assets ..............................           52                    201
        Accounts payable ...............................................           69                    (90)
        Accrued expenses ...............................................          171                     38
        Accrued payroll ................................................           34                   (345)
        Accrued compensated absences ...................................          (26)                   (11)
        Noncompete accrual .............................................         --                     (115)
        Deferred revenue ...............................................         (433)                  (826)
                                                                              -------                -------

Net cash used in continuing operations .................................       (1,285)                (2,597)
Net cash used in discontinued operations ...............................         --                     (631)
                                                                              -------                -------

Net cash used in operating activities ..................................       (1,285)                (3,228)
                                                                              -------                -------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of equipment and fixtures ....................................         (218)                   (77)
Proceeds from sales of property and equipment ..........................            6                     80
Increase in software development costs .................................       (1,049)                (1,104)
                                                                              -------                -------

Net cash used in investing activities ..................................       (1,261)                (1,101)
                                                                              -------                -------




See accompanying notes to the consolidated financial statements.


                                      F-7


<PAGE>

<CAPTION>

                            GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                           (In thousands)

                                                                                  Year Ended December 31,
                                                                              ----------------------------
                                                                              1999                    1998
                                                                              ----                    ----
<S>                                                                        <C>                       <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on financing agreements .................................       $ 1,450                   2,700
Principal payments on bridge loan ..................................          (200)                   --
Borrowings on bridge loan ..........................................           950                    --
Principal payments under capital lease obligations .................          (145)                   (231)
Issuance of common stock, net offering costs .......................          --                       311
                                                                           -------                 -------

Net cash provided by financing activities ..........................         2,055                   2,780
                                                                           -------                 -------

NET DECREASE IN CASH AND CASH EQUIVALENTS ..........................          (491)                 (1,549)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .....................           821                   2,370
                                                                           -------                 -------

CASH AND CASH EQUIVALENTS AT END OF YEAR ...........................       $   330                     821
                                                                           =======                 =======

</TABLE>


SUPPLEMENTAL DISCLOSURES OF NONCASH TRANSACTIONS:

Cash paid for interest in 1999 and 1998 was $314 and $100, respectively.

During 1999, the Company entered into the following noncash transactions:

     o    The  Company  issued  2,000  shares of common  stock upon  exercise of
          warrants  in  exchange  for the  retirement  of  $500  of  outstanding
          indebtedness.

     o    The Company acquired assets under capital lease obligations of $273.

     o    The  Company  issued  156 shares of its  common  stock for  payment of
          financing costs of $176.

     o    In exchange for the Lockup Agreement, the Company issued 500 shares of
          its common stock with a fair value of $297.

     o    In exchange  for  services,  the  Company  issued 100 shares of common
          stock with a fair value of $82,  options to consultants  for 40 shares
          of common  stock with a fair value of $26,  and options to  employees,
          with an exercise price less than market value, of $3.

     o    The fair  value of  amendments  to the terms of  outstanding  warrants
          resulted in a noncash expense recognition of $1,217.


See accompanying notes to the consolidated financials statements.

                                      F-8


<PAGE>


                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS AND LIQUIDITY

On May 23, 1995, The Wyndgate  Group,  Limited  (Wyndgate)  merged with National
MRO,  Inc.  (National  MRO) in  accordance  with the terms and  provisions of an
Agreement   of  Merger  and  National  MRO  changed  its  name  to  Global  Data
Technologies,   Inc.,  which  subsequently   changed  its  name  to  Global  Med
Technologies, Inc. Global Med Technologies, Inc. provides information management
software  products and services to the health care  industry and operates in one
business segment.

During 1999, Global Med Technologies,  Inc. formed a subsidiary,  PeopleMed.com,
Inc., a Colorado corporation, which is approximately 85% owned by the Company to
develop a software  application  designed to give HMO  providers and other third
party payers access to clinical  information for chronic disease patients.  This
application will allow doctors and other medical employees access to a patient's
history.  The  remaining  15% of  PeopleMed  is owned by  certain  officers  and
directors  of  Global  Med  Technologies,  Inc.  There is no  minority  interest
reflected  in the  December  31, 1999  balance  sheet  because  PeopleMed  had a
stockholders'  deficit at that date.  PeopleMed.com  had  immaterial  operations
during 1999.

RELATED PARTIES

Global Med is  effectively  controlled  by Online Credit  International  Limited
(Online  International),  formerly Heng Fung Holdings Company  Limited,  and its
subsidiary  Online Credit  Limited,  formerly Heng Fung Finance  Company Limited
(Online Credit) per the terms of the 1998 Financing  Agreements described below.
In addition,  Online  International is a significant  shareholder of Global Med.
Online  International  also is a majority  shareholder of eVision USA.Com,  Inc.
(eVision)  and of a subsidiary  of eVision,  eBanker  USA.com,  Inc.  (eBanker).
eVision holds  warrants to purchase  1,000,000  shares of common stock of Global
Med at $0.25 per share. Global Med has outstanding balances on various financing
agreements  with eBanker.  (See Note 2).  eBanker owns a  significant  number of
shares of common  stock of Global Med and holds  warrants to purchase  9,000,000
shares of common  stock of Global Med at $0.25 per share.  eVision  has a wholly
owned subsidiary,  American Fronteer Financial Corporation (American Fronteer or
AFFC) which is a broker dealer.  Online International,  Online Credit,  eVision,
eBanker and AFFC are related parties to Global Med.

During 1999 and 1998, the Company incurred losses and used  significant  amounts
of cash in  operations.  For the year ended  December 31, 1999, the Company used
cash of $1,285,000 in operating  activities  compared to $3,228,000 for the year
ended  December  31,  1998.  As  described  in Note 2, the Company has  $300,000
available to draw on the line of credit with eBanker.  The financing  agreements
with  eBanker were due April 2000 and  September  2000.  In April 2000,  eBanker
agreed to extend the due dates for the  principal  and  interest  on each of the
financing  agreements  until  January  2001.  (See Note 11).  Management  of the
Company  believes  the  available  line of credit  and debt  extensions  will be
sufficient to fund the Company's operations through December 31, 2000.

BASIS OF CONSOLIDATION

The  consolidated  financial  statements  include  the  accounts  of Global  Med
Technologies,  Inc. and its subsidiary.  Intercompany  accounts and transactions
are eliminated in consolidation.

                                      F-9


<PAGE>


                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

For purposes of the accompanying statements of cash flows, the Company considers
all highly liquid  investments with original  maturities of three months or less
when purchased to be cash equivalents.

CREDIT RISK AND MARKET RISK

Accounts  receivable at December 31, 1999 and 1998 are derived from SAFETRACE(R)
and from  SAFETRACETx TM sales and related services and re-sales of hardware and
software to blood  centers and blood  center  service  providers  located in the
United States.  Historically,  the Company has not required  collateral or other
security to support  customer  receivables.  In order to reduce credit risk, the
Company  requires  substantial  down payments and progress  payments  during the
course of an  installation  of its software  products.  The Company  establishes
allowances for doubtful accounts based upon factors  surrounding the credit risk
specific to customers.

The Company has customers located in numerous locations across the United States
and sales are not concentrated in any geographic or economic region.

ACCRUED REVENUES

Accrued  revenues at December  31, 1999 and 1998 are  billable  and  collectible
within one year.

EQUIPMENT, FURNITURE AND FIXTURES

Equipment,   furniture  and  fixtures  are  stated  at  cost.  Depreciation  and
amortization,  which includes  amortization of assets under capital  leases,  is
based on the straight-line method over estimated useful lives ranging from three
to five years.

LONG-LIVED ASSETS

Long-lived assets,  including deferred financing costs and capitalized  software
development  costs,  are reviewed for impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable. An impairment loss is recognized when estimated undiscounted future
cash flows  expected  to be  generated  by the asset are less than its  carrying
value.  Measurement  of the  impairment  loss is based on the fair  value of the
asset,  which  is  generally  determined  using  valuation  techniques  such  as
discounted  present  value of expected  future cash flows.  Management  does not
believe current events or circumstances  indicate that the Company's  long-lived
assets are impaired at December 31, 1999.

                                      F-10


<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


SOFTWARE DEVELOPMENT COSTS

In accordance with the provisions of Statement of Financial  Accounting Standard
(SFAS) No. 86,  Accounting for the Costs of Computer Software to be Sold, Leased
or  Otherwise  Marketed,   the  Company  capitalizes  software  development  and
production  costs once  technological  feasibility  has been achieved.  Software
development  costs incurred  prior to achieving  technological  feasibility  are
included in research and development  expense in the  accompanying  statement of
operations.

Capitalized  software development costs are reported at the lower of unamortized
cost or net realizable  value.  Commencing  upon the initial  product release or
when software  development  revenue has begun to be recognized,  these costs are
amortized,  based on current and future  revenue for each product with an annual
minimum equal to the  straight-line  amortization  over the remaining  estimated
economic life of the product,  generally two to five years.  For the years ended
December  31, 1999 and 1998,  the Company  recorded  approximately  $403,000 and
$320,000 of  amortization,  respectively.  Amortization of capitalized  software
costs  is  included  in cost  of  revenues  in the  accompanying  statements  of
operations.

NONCOMPETE AGREEMENTS

The Company has entered into noncompete agreements with three key employees, two
of which also served on the  Company's  Board of Directors,  for  $350,000.  The
terms of the  agreements  are for the  greater  of five years or the term of the
related employee's  employment contract.  At December 31, 1999 and 1998, $35,000
remains payable whenever  sufficient cash flow is available as determined by the
Company's Board of Directors.

INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  A valuation  allowance is
required to the extent any deferred tax assets may not be realizable.

FINANCIAL INSTRUMENTS

SFAS No. 107,  Disclosures of Fair Value of Financial  Instruments  requires the
fair  value  of  financial  instruments  be  estimated  at a point  in time  and
disclosed in the financial statements.

The fair  value of a  financial  instrument  represents  the amount at which the
instrument could be exchanged in a current  transaction between willing parties,
other than in a forced sale or  liquidation.  Significant  differences can arise
between the fair value and  carrying  amount of financial  instruments  that are
recognized at  historical  cost  amounts.  The fair value of the Company's  debt
instruments  approximates fair value based on the Company's current  incremental
borrowing rates for similar types of borrowing arrangements.  Also, the carrying
amounts of the Company's financial instruments approximate fair value due to the
short-term maturities of these items.


                                      F-11


<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


REVENUE RECOGNITION

The Company  recognizes  revenue in accordance  with Statement of Position 97-2,
Software Revenue  Recognition  (SOP 97-2).  Revenue from products or services is
recognized  based upon shipment of products or performance of services.  License
fee revenue is recognized upon completion of signed contract and shipment of the
software over a term of less than one year. Revenue from royalties is recognized
upon  receipt of payment or  according  to the payment  terms  specified  in the
contract.  Revenue from maintenance contracts is deferred and recognized ratably
over the  period  of the  agreement.  Implementation,  training  and  consulting
revenue is recognized  upon completion of the training and course or performance
of services, respectively.

Revenue from  software  development  contracts,  included in software  sales and
consulting  revenue,  is  recognized on a  percentage-of-completion  method with
progress to completion  measured  based upon labor costs incurred or achievement
of contract milestones.

Revenue from the re-sale of hardware and software,  obtained  from  vendors,  is
recognized at the time the hardware and software are delivered to customers.

SIGNIFICANT CUSTOMERS

Software  sales and  consulting  revenues for the year ended  December 31, 1999,
includes  $919,000  (approximately  17% of  revenue),  of  accelerated  software
license fee payments in connection with a multiple site customer  agreement that
was  terminated  and replaced by two  separate  agreements.  During 1998,  three
customers,  The Institute for  Transfusion  Medicine,  Gulf Coast Regional Blood
Center and Haemonetics  Corporation,  accounted for approximately  19%, 12%, and
12%, respectively, of the Company's total revenue from continuing operations.

LOSS PER COMMON SHARE

Basic  earnings  per share  excludes  the  effects of all  potentially  dilutive
securities  including  options,  warrants and convertible  securities,  or other
common stock instruments, as the effect of such securities would be antidilutive
to 1999 and 1998.

STOCK BASED COMPENSATION

The  Company has adopted the  "disclosure  method"  provisions  of SFAS No. 123,
Accounting for Stock- Based  Compensation.  As permitted under SFAS No. 123, the
Company  continues  to account  for stock-  based  compensation  costs under the
intrinsic   value  based  method  of  accounting  as  prescribed  by  Accounting
Principles  Board  Opinion No. 25 (APB No. 25),  Accounting  for Stock Issued to
Employees.  Stock based  compensation paid to consultants and other nonemployees
is accounted for using the Black Scholes model under the  provisions of SFAS No.
123.


                                      F-12


<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


COMPREHENSIVE INCOME

The  Company  reports  comprehensive  income in  accordance  with SFAS No.  130,
Reporting  Comprehensive  Income.  SFAS No. 130 requires  that charges in equity
during a reporting period, except for transactions with owners in their capacity
as owners (for  example,  the  issuance of common  stock and  dividends  paid on
common stock) be reported as a component of  comprehensive  income.  The Company
had no items of other comprehensive income during 1999 and 1998.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In June 1998,  SFAS No. 133,  Accounting for Derivative  Instruments and Hedging
Activities,  was issued which was effective for all fiscal years beginning after
June 15, 1999. In July 1999, SFAS No. 137, Accounting for Derivative Instruments
and Hedging  Activities - Deferral of the Effective  Date of FASB  Statement No.
133 was issued.  This statement defers the effective date of SFAS No. 133 to all
fiscal  quarters of all fiscal years  beginning after June 15, 2000. The Company
has not  completed  its  evaluation  of the  impact  of this  statement,  and is
therefore  unable to disclose the impact that adoption of SFAS No. 133 will have
on its consolidated financial statements.

RESTRUCTURING CHARGES

In March 1998, the Company  underwent a restructuring and  reorganization  which
was implemented to reduce general and  administrative  expenses in such areas as
payroll, outside contract services,  various health related items, leased office
space and others as well.  Restructuring expenses were incurred in the amount of
$132,000 for the year ended  December 31, 1998.  All of these  expenses had been
paid as of December 31, 1998. In October 1999, the Company  further  reduced its
general  and  administrative  expenses  in such  areas as  payroll  and  contact
services. No restructuring charges were incurred in 1999.

RECLASSIFICATIONS

Certain  reclassifications  have been made to the 1998  financial  statements to
conform to 1999 presentation.



                                      F-13

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2.  FINANCING AGREEMENTS, RELATED PARTY

Summary of Financing Agreements

At  December  31,  1999,  and  1998,  the  Company  had  the  following  amounts
outstanding under financing agreements (in thousands):
                                                                 1999      1998
                                                                 ----      ----

Promissory notes on initial lines of credit with eBanker ..   $ 2,650   $ 2,200
Promissory notes on $2,000 line of credit with eBanker ....     1,000      --
Bridge loan with eBanker ..................................       750      --
Promissory note on line of credit with Online Credit ......      --         500
                                                              -------   -------

                                                                4,400     2,700
Less current portion ......................................      --        (500)
                                                              -------   -------

Long term financing agreements ............................   $ 4,400   $ 2,200
                                                              =======   =======

In connection  with these financing  agreements,  the Company issued warrants to
purchase 12 million shares of common stock of Global Med at $0.25 per share.  In
April 1999,  warrants  for 2 million  shares of common  stock of Global Med were
exercised in full payment of a $500,000  promissory note from Online Credit.  At
December 31, 1999, warrants to purchase 10 million shares were outstanding.

1999 Agreements

In April 2000, all financing agreements were extended to January 2001. (See Note
11).

In March 1999, the Company entered into agreements for a comprehensive financing
package  (March 1999  Financing  Agreements)  that  included:  (1) an $8,000,000
preferred stock private  placement  through American  Fronteer;  (2) exercise of
2,000,000  warrants at $0.25 per  warrant;  (3) an  extension  of the balance of
$2,650,000  on the line of credit  with  eBanker  until April 15,  2000,  with a
change in the  default  conversion  rate from $0.05 per share  contained  in the
original  loan  agreement  to $0.25 per share;  and (4) a $750,000  bridge loan,
which bears interest at 12% per annum.  The agreement with AFFC for the proposed
$8,000,000  preferred  stock private  placement  was  withdrawn  and  terminated
effective September 20, 1999.

Online  Credit  surrendered  a  promissory  note in the  amount of  $500,000  in
exercise of the  warrants  to acquire  2,000,000  shares of common  stock of the
Company. This transaction was completed on April 29, 1999.

The  $2,650,000  loan from eBanker was extended  until April 15, 2000,  with the
previous  conversion  price of $0.05 per share  increased to $0.25 per share. In
consideration  for  the  extension,  the  Company  paid a 2% fee to  eBanker  of
$53,000, payable in 42,400 shares of the Company's common stock.


                                      F-14

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The $750,000  bridge loan, as revised on May 7, 1999,  bears interest at 12% and
is convertible  into shares of common stock of the Company at the 15-day average
closing bid price prior to the date of conversion.  The loan was due and payable
December 31, 1999. In  consideration  of the original  commitment for the bridge
loan,  the  Company  paid a fee of 2%, or $15,000,  paid with  13,275  shares of
common stock of the Company.  The maturity  date has been extended from December
31, 1999 to September 30, 2000 in consideration of a fee of an additional 13,275
shares of  common  stock of Global  Med and a change in the  conversion  rate to
$0.50 per share.

In April 1999,  the Company  entered into an agreement  with Online Credit for a
bridge loan in the amount of $2,000,000  (April 1999 Financing  Agreement).  The
agreement provided for a line of credit,  with interest at 12% per annum payable
monthly,  due April 12,  2000.  As  consideration  for the line of  credit,  the
Company  agreed  to pay a fee  equal  to 5% of the  total  line  of  credit,  or
$100,000, paid with 86,957 shares of common stock of the Company as of April 13,
1999. The line of credit will be convertible,  at Online Credit's  option,  into
shares of the Company's common stock at a price $1.15 per share.

In September 1999, the Board of Directors voted to replace the $2,000,000 bridge
loan with Online Credit, at the request of Online Credit,  with a line of credit
with similar terms with eBanker.  The eBanker line of credit will be convertible
into  shares of common  stock of the  Company  at a price  based on the  average
closing  bid price of the  common  stock for a period of fifteen  business  days
prior to conversion. In exchange for assuming the commitment,  the 86,957 shares
of common stock of Global Med were transferred to eBanker. At December 31, 1999,
the Company had drawn  $1,000,000 on this line of credit and in March 2000, drew
an  additional  $700,000.  eBanker has committed to allow Global Med to draw the
remaining $300,000 available on the line of credit.

1998 Agreements

On April 14, 1998,  Fronteer Capital,  Inc. (Fronteer  Capital),  a wholly owned
subsidiary  of eVision,  and Online  Credit  committed to provide to the Company
lines of credit for up to $1,650,000 and $1,500,000,  respectively,  for a total
combined loan  commitment of $3,150,000  over the following  twelve months.  The
loans bore interest calculated at a rate of 12% per annum and originally matured
April 15, 1999. At December 31, 1998, the combined loan amount  outstanding  was
$2,200,000.

Pursuant to the loan  commitment  provided by Online Credit,  the Company agreed
that the  Company's  Board of Directors  would not exceed nine and Online Credit
had the option to cancel all the Company's then existing management and employee
contracts.  Online Credit appointed six members to the Board of Directors of the
Company.  Since  completion  of the  April  1998  Financing  Agreements  and the
appointment  of the  additional  directors  by  Online  Credit,  new  employment
contracts,  approved by the Board,  have been  entered into with the Chairman of
the  Board  and Chief  Executive  Officer;  the  President  and Chief  Operating
Officer; and the Chief Financial Officer, Vice President, Finance and Treasurer.

For  issuing  the  commitment,  Online  Credit  received  warrants  to  purchase
6,000,000  shares of the Company's common stock. The warrants are exercisable at
$0.25 per share for up to 10 years and the Company  registered  the warrants and
the  underlying  shares for resale under the  Securities Act of 1933 (1933 Act.)
Using the  Black-Scholes  model for estimating the fair value of the warrants to
purchase  6,000,000  shares of the Company's  common stock, the Company recorded
$5,340,000 as deferred financing costs as of April 14, 1998, which was amortized
straight-line over the term of the loan.


                                      F-15

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The loan  commitment  provided by Fronteer  Capital has  substantially  the same
terms and  conditions  as the loan  commitment  provided by Online Credit except
that,  if Online Credit had not  appointed  directors to the Company's  Board of
Directors,  Fronteer Capital had the right to appoint a maximum of three members
to the Board of  Directors  of the  Company.  Dr.  Michael I.  Ruxin,  the Chief
Executive  Officer  of the  Company,  has  agreed to  personally  guarantee  the
repayment of $1,650,000 of the Fronteer Capital line of credit. The guarantee is
limited to certain of Dr. Ruxin's assets.

If the Company  defaults on the repayment of any amount  borrowed by the Company
pursuant to the Online Credit  commitment,  all original existing members of the
Board of Directors of the Company  would have to resign and Online  Credit would
have the right to  appoint  all new  members to the Board of  Directors;  Online
Credit would also have the right to convert the  outstanding  amount of the loan
into shares of the  Company's  common stock at a  conversion  price of $0.05 per
share which was subsequently  increased to $0.25 per share in the 1999 Financing
Agreement  described  above,  all  employment  contracts of the  management  and
officers of the Company  existing at the time of the  financing  will be invalid
immediately,  and their employment will be subject to  reconfirmation  by Online
Credit. If there is no default on the repayment to Online Credit, or if there is
default and Online  Credit  does not  exercise  its rights on default,  Fronteer
Capital will have the same rights on default.

On September 11, 1998,  Fronteer  Capital entered into an agreement with eBanker
USA.com,  Inc.  (eBanker),  a majority  owned  subsidiary  of  eVision,  whereby
Fronteer Capital agreed to assign to eBanker its rights to and obligations under
the loan commitment to the Company.  On September 28, 1998, the Company approved
the Assignment, Assumption and Consent Agreement by and between the Company, Dr.
Ruxin,  Fronteer  Capital and  eBanker  whereby  the  Company  consented  to the
assignment  by  Fronteer  Capital to eBanker  of all of the  rights,  duties and
obligations under the Fronteer Capital line of credit agreement described above.

For issuing  the  commitment,  Fronteer  Capital  received  warrants to purchase
1,000,000  shares of the  Company's  common  stock.  When the line of credit was
drawn upon, in October 1998,  eBanker received  additional  warrants to purchase
5,000,000  shares of the Company's common stock. The warrants are exercisable at
$0.25 per share for up to 10 years and the Company  registered  the warrants and
the  underlying  shares for resale under the 1933 Act.  Using the  Black-Scholes
model for  estimating  the fair  value of the  warrants,  the  Company  recorded
$890,000 as deferred  financing costs as of April 14, 1998,  which was amortized
straight-line  over the term of the loan and  $4,450,000  as deferred  financing
costs as of  October  30,  1998,  which  was  amortized  straight-line  over the
remaining term of the loan.

In October 1998, the Company,  Online Credit and eBanker entered into a Loan and
Warrant  Purchase and Sale  Agreement  whereby  Online Credit sold,  and eBanker
purchased,  $1,000,000  of the  Online  Credit  loan and  warrants  to  purchase
4,000,000 shares of the Company's  common stock.  Online Credit has returned the
original  notes and its warrant to purchase  6,000,000  shares of the  Company's
common  stock to the Company,  and the Company has issued a $500,000  promissory
note and a warrant to purchase 2,000,000 shares of the Company's common stock to
Online  Credit  and a  $1,000,000  promissory  note and a  warrant  to  purchase
4,000,000 shares of the Company's common stock to eBanker.

The Company agreed to pay a cash finder's fee of 9% of the original eVision line
of credit to American  Fronteer payable as the eBanker line of credit was drawn.
As of December 31, 1998, the Company had paid AFFC $108,000 under the agreement.


                                      F-16

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 3.  DEFERRED REVENUE

Deferred revenue consists of the following:  (in thousands)

                                                            December 31,
                                                           1999     1998
                                                           ----     ----

          Ortho-Clinical Diagnostics ..................  $  896   $1,000
          Institute for Transfusion Medicine ..........     452      485
          Other .......................................     154      450
                                                         ------   ------

                                                         $1,502   $1,935
                                                         ======   ======

Ortho-Clinical   Diagnostics,   Inc.  In  1996,  the  Company  entered  into  an
Exclusivity and Software Development agreement (the Exclusivity  Agreement) with
Ortho-Clinical  Diagnostics,  Inc. (OCD), a wholly owned subsidiary of Johnson &
Johnson. The Exclusivity Agreement provided OCD the exclusive right to negotiate
with the Company with respect to the Company's  activities and  developments  in
information   technology  and  intellectual   property  relating  to  donor  and
transfusion  medicine.  In connection with this agreement,  the Company received
$500,000 in 1996.

In May 1997, the Company  received a request from OCD to continue its evaluation
of the  Company's  technology,  on a  non-exclusive  basis,  with the  intent of
responding  to the Company by July 14, 1997  regarding  whether or not OCD would
propose  some form of  transaction  with the  Company.  The Company  received an
additional  $500,000 from OCD during 1997. The Company and OCD agreed to further
extensions of this  non-exclusive  agreement through December 31, 1998 to enable
OCD to complete  its  strategic  evaluation.  The Company also agreed to perform
certain  software  development  services.  In  connection  with the extension to
December 31, 1998, the parties agreed that OCD had until June 30, 1999, to elect
to require the Company to provide the software  development  services as defined
in  the  Exclusivity   Agreement.   The  Company  finalized  the  Manufacturer's
Representative  and Software  Development  Agreement (OCD Agreement) during June
1999 making OCD the exclusive in-vitro diagnostics manufacturer's representative
for the SAFETRACE  TX(TM) product in defined  territories  around the world. The
total of  $1,000,000  was included in deferred  revenue as of December 31, 1998.
Per the final  agreement,  $500,000 of the  $1,000,000 was released as of August
15, 1999 in  consideration  of the exclusivity  agreement.  This  non-refundable
$500,000  is  being  amortized  to  income  over the  remaining  term of the OCD
Agreement which expires, at the Company's discretion,  and is subject to renewal
on June 15, 2001.  The remaining  $500,000  will be recognized  when the Company
performs software development services for OCD.



                                      F-17

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Institute for  Transfusion  Medicine.  Pursuant to a Development  Agreement (the
Development  Agreement)  dated July 1996,  between the Company and The Institute
for Transfusion Medicine (ITxM), the Company agreed to develop and has completed
the   development  of  Commercial   Centralized   Transfusion   System  Software
(Commercial CTS Software),  which is the SAFETRACE TX(TM) software product.  The
Development  Agreement  provided  for a  royalty  payment  to ITxM for  revenues
received from the sale of the Commercial  CTS Software,  net of certain fees and
charges. The royalty period started with the first commercial transfer for value
of the  Commercial  CTS  Software,  which was March 31,  1999.  The  Development
Agreement further granted ITxM a non-exclusive, perpetual and fully-paid license
to operate  SAFETRACE  TX(TM) for internal use, which includes  companies  which
ITxM controls as defined in the  Development  Agreement and companies which ITxM
has the ability to cause the direction of management  whether through  ownership
of voting securities, by contract or otherwise.

In January 1998, the Company and ITxM agreed (the January 1998  Agreement)  that
the Company would not be required to pay monetary penalties, accrued in 1997, in
the approximate  amount of $485,000 to ITxM,  which were incurred as a result of
delays in  development  of SAFETRACE  TX(TM),  in  consideration  of the Company
providing  to ITxM  additional  maintenance  services  and product  upgrades and
substitute  liquidated  damage  provisions for delays. At December 31, 1999, the
balance remaining of deferred revenue was $452,000. Of this balance, $142,000 is
being recognized  monthly under a maintenance  agreement.  The remaining balance
will be recognized upon delivery of SAFETRACE TX(TM) upgrades.

Other deferred revenue primarily consists of unearned maintenance revenue, sales
of software licenses and related postcontract  customer support, and re-sales of
hardware and software which were not yet recognizable as revenue pursuant to the
Company's revenue recognition accounting policies.


NOTE 4.  INCOME TAXES

The Company has net operating loss  carryforwards of approximately  $19,573,000,
which expire in the years 2006 to 2014.  Net  operating  loss  carryforwards  of
$4,820,000 are subject to limitation  under Section 382 of the Internal  Revenue
Code due to the change in ownership  resulting  from the  February  1997 initial
public offering.

Actual income tax benefit differs from the amount  calculated  using the Federal
statutory tax rate as follows (in thousands):

                                                                1999       1998
                                                                ----       ----

Expected tax benefit .....................................   $(2,702)    (2,937)
Effect of permanent differences ..........................     1,640      2,061
Change in valuation allowance for deferred tax assets ....     1,234      1,401
State tax benefit, net of federal benefit ................      (139)      (136)
Other ....................................................       (33)      (389)
                                                             -------    -------

                                                             $  --         --
                                                             =======    =======


                                      F-18

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The  components  of the deferred tax assets and  liabilities  as of December 31,
1999 and 1998 are as follows (in thousands):
                                                                 1999      1998
                                                                 ----      ----
Deferred tax assets:
  Net operating loss carryforward .........................   $ 7,732     6,070
  Allowance for uncollectible accounts and notes receivable       125       125
  Unearned revenue and accrued expenses ...................       977     1,161

     Gross deferred tax assets ............................     8,834     7,356
     Valuation allowance ..................................    (8,211)   (6,977)
                                                              -------   -------

     Net deferred tax assets ..............................       623       379
                                                              -------   -------

Deferred tax liabilities:
  Capitalized software development costs ..................       619       363
  Accelerated depreciation for tax purposes ...............         4        16
                                                              -------   -------

     Gross deferred tax liabilities .......................       623       379
                                                              -------   -------

Deferred tax assets, net ..................................   $  --        --
                                                              =======   =======

In assessing the  realizability  of deferred tax assets,  management  considered
whether  it is more  likely  than not  that the  deferred  tax  assets  would be
realized.  The ultimate  realization  of the deferred tax assets is dependent on
the  generation  of future  taxable  income in the period in which the temporary
differences become deductible. The Company has established a valuation allowance
for deferred taxes due to the  uncertainty  that the deferred tax assets will be
utilized.


NOTE 5.  LEASES

The Company leases  equipment and office space.  Rental expense under  operating
leases was  approximately  $119,000  and  $343,000,  net of  sublease  income of
$94,000  and  $35,000,   for  the  years  ended  December  31,  1999  and  1998,
respectively. Certain leases of equipment and fixtures are classified as capital
leases.  A  principal  stockholder  of the  Company  has  personally  guaranteed
repayment of certain capital lease obligations.


                                      F-19

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Included in equipment, furniture and fixtures in the accompanying balance sheets
are the following assets held under capital leases (in thousands):

                                                 December 31,
                                               ---------------
                                               1999       1998
                                               ----       ----

Furniture and fixtures ..................   $   127        127
Machinery and equipment .................       167        179
Computer hardware and software ..........       803        518
                                            -------    -------

Assets under capital lease ..............     1,097        824
Less accumulated amortization ...........      (897)      (669)
                                            -------    -------

Assets under capital lease, net .........   $   200        155
                                            =======    =======

The following  represents  the minimum lease  payments  remaining  under capital
leases and the future  minimum lease  payments for all  noncancelable  operating
leases at December 31, 1999 (in thousands):

                                                              Capital  Operating
                                                               Leases    Leases
                                                              -------  ---------

         2000 .............................................   $  158    $  153
         2001 .............................................      143       176
         2002 .............................................       42       157
         2003 .............................................       26       158
         2004 and thereafter ..............................     --         396
                                                              ------    ------

Total minimum lease payments ..............................      369    $1,040
                                                                        ======
    Less amount representing interest .....................      (45)
                                                              ------
Present value of minimum lease payments ...................      324
    Less current portion of obligations under capital lease     (145)
                                                              ------

Obligations under capital lease, less current portion .....   $  179
                                                              ======

During 1999,  the Company  relocated its Rancho  Cordova,  California  office to
another location in El Dorado Hills,  California with a lower lease payment. The
Company  terminated its previous lease.  Also during 1999, the Company relocated
its  Lakewood,  Colorado  office to a  smaller,  less  expensive  location.  The
previous  location  has been  sublet for an amount that  approximates  the lease
obligation.  These  transactions are reflected in the minimum lease payments for
operating leases above.


                                      F-20


<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 6.  STOCKHOLDERS' EQUITY

In 1999 and 1998,  the Company  issued 100,000 and 50,000 shares of common stock
that have not been registered  under the 1933 Act,  respectively,  to a director
for legal  services  issued.  The market  value of these  shares based on quoted
market  prices  of  $82,000  and  $33,000,  is  included  in the  statements  of
operations for the years ended December 31, 1999 and 1998, respectively.

The Company has a stock  compensation  plan covering  issuances of up to 200,000
shares of common stock to employees,  consultants and other service providers to
the Company.  In 1998,  the Company  issued  120,000 shares of common stock to a
third party for services  under this plan.  The market value of these shares was
$93,750, based on quoted market prices. During the years ended December 31, 1999
and 1998,  $62,500 and $31,250,  respectively,  was  recognized in the Company's
statements of operations as the services were  performed.  At December 31, 1999,
65,000 shares remain available for grant under this plan.

In 1998,  the  Company  issued a total of  563,624  shares  of  common  stock in
connection  with the  exercise of warrants at $0.55 per share,  which was 75% of
the market value of the shares on the date of grant of the warrants. The Company
received  $311,000  in cash  proceeds  and  recognized  expense in the amount of
$104,000.


NOTE 7.  STOCK OPTION PLANS AND WARRANTS

The Company's Amended and Restated Stock Option Plan (the Plan) provides for the
issuance  of options  to  purchase  up to  2,200,000  shares of common  stock to
employees,  officers,  directors and consultants of the Company.  Options may be
granted as  incentive  or  nonqualified  stock  options.  Only  employees of the
Company are eligible to receive incentive options. Unless terminated sooner, the
Plan  will  expire on May 31,  2000.  Options  granted  under the Plan vest on a
straight-line  basis based on schedules as  determined by the Board of Directors
upon grant and generally expire 10 years after grant.

In 1999, two consultants  were granted  nonqualified  options to purchase 40,000
shares of the Company's common stock at $0.66 per share. The fair value of these
grants was $26,300 and is being charged to the statement of operations  over the
vesting period of five years.

In 1998, the Board of Directors granted a nonqualified option to purchase 55,248
shares of the  Company's  common stock to a former  officer of the Company.  The
exercise  price is $0.92 per share;  the option  was vested  immediately  and is
exercisable  for ten years.  The fair value of this  warrant was $41,000 and was
charged to the 1998 statement of operations.

The Company may grant  nonqualified  options  that are outside of the Plan.  The
terms of certain of these  grants are  consistent  with the terms of the options
issued   under  the  Plan   such  as   straight-line   vesting,   and  ten  year
exercisability.  However,  other  non-plan  stock option grants may have certain
other conditions to their terms. The following  describes the significant grants
of such a nature, made in 1998 and 1999, that are included in the total non-plan
stock option grants outstanding of 5,067,500 as of December 31, 1999:


                                      F-21

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


In 1999, the Board of Directors  approved a grant of  nonqualified  options,  to
purchase  1,500,000  shares of the Company's common stock to two officers of the
Company, which options shall be exercisable only at the earlier of (i) such time
as the earnings of the Company are at least $.01 per share, as determined by the
Company's independent public accountants;  (ii) such time as the Company is sold
or merged, or there is a change in control of the Company; or (iii) 5 years from
the effective date, and are exercisable at $0.5625 per share for a period of ten
years.  In  addition,  the Board of Directors  approved a grant of  nonqualified
options to purchase  200,000 shares of the Company's  common stock to an officer
of the  Company,  which  options  shall be  cancelable  at any time by the Chief
Executive  Officer of the Company,  and exercisable  solely at the discretion of
the Chief  Executive  Officer  and only at the  earlier  of (i) such time as the
earnings  of the  Company  are at least $.01 per  share,  as  determined  by the
Company's independent public accountants;  (ii) such time as the Company is sold
or merged, or there is a change in control of the Company; or (iii) 5 years from
the effective date and are  exercisable at $0.5625 per share for a period of ten
years.

Pursuant to Dr. Ruxin's  Employment  Agreement,  in 1998, the Company authorized
the issuance to Dr. Ruxin of a nonqualified  stock option to purchase  1,000,000
shares of the  Company's  common stock at $0.75 per share,  exercisable  for ten
years.  The option may be  exercisable  only when the Company's  annual  audited
financial  statements  reflect  earnings  of at least $0.01 per share or after a
vesting period of sixty months, whichever occurs first.

As of December 31, 1999, approximately 2,082,183 options are exercisable. During
the years ending December 31, 2000, 2001, 2002, 2003 and 2004, 694,133; 602,800;
600,100; 1,206,000, and 1,830,000 additional options become exercisable.


                                      F-22


<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The  following  represents  additional  information  relative  to  stock  option
activity:

<TABLE>
<CAPTION>
                                                                                         Non-plan
                                             Incentive            Nonqualified         Nonqualified
                                              Options               Options              Options                Total
                                             ---------            ------------         ------------             -----
<S>                                         <C>                   <C>                   <C>                <C>
Outstanding as of
   January 1, 1998 ......................      442,998               420,220               185,000            1,048,218
      Granted ...........................    1,647,000                55,248             2,382,000            4,084,248
      Canceled ..........................     (615,498)             (125,752)                 --               (741,250)
                                            ----------            ----------            ----------           ----------
Outstanding as of
   December 31, 1998 ....................    1,474,500               349,716             2,567,000            4,391,216
      Granted ...........................      480,000                40,000             2,500,500            3,020,500
      Canceled ..........................     (396,500)                 --                    --               (396,500)
                                            ----------            ----------            ----------           ----------
Outstanding as of
    December 31, 1999 ...................    1,558,000               389,716             5,067,500            7,015,216
                                            ==========            ==========            ==========           ==========

Expiration dates:
    December 31, 2001 ...................         --                  25,000                  --                 25,000
    December 31, 2002 ...................         --                   1,029                  --                  1,029
    December 31, 2003 ...................         --                    --                    --                   --
    December 31, 2004 ...................         --                    --                    --                   --
    December 31, 2005 ...................       34,000                 6,000                  --                 40,000
    December 31, 2006 ...................        8,000                 5,500                  --                 13,500
    December 31, 2007 ...................      126,500               256,939               185,000              568,439
    December 31, 2008 ...................      949,500                55,248             2,382,000            3,386,748
    December 31, 2009 ...................      440,000                40,000             2,500,500            2,980,500
                                            ----------            ----------            ----------           ----------
Outstanding as of
   December 31, 1999 ....................    1,558,000               389,716             5,067,500            7,015,216
                                            ==========            ==========            ==========           ==========
</TABLE>

During the year ended December 31, 1999,  3,020,500  options were granted with a
weighted  average  exercise  price of $0.62 per share and 396,500  options  were
canceled  with a  weighted  average  exercise  price of $0.94 per  share.  As of
December 31, 1999, the  outstanding  options had a range of exercise prices of $
0.56 to $3.75 and a weighted average exercise price of $0.90. As of December 31,
1999,  2,082,183 options were exercisable with a weighted average exercise price
of $0.84 and a weighted average remaining contractual life of 9.5 years.

At December 31, 1998, the weighted  average  exercise  price of the  outstanding
options was $0.98.  During the year ended December 31, 1998,  4,084,248  options
were  granted  with a  weighted  average  exercise  price of $0.79 per share and
741,250  options were canceled with a weighted  average  exercise price of $1.41
per share.


                                      F-23

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Pro forma disclosures

The fair value of options granted during 1999 and 1998 were determined using the
following weighted average assumptions:

    A risk-free rate of approximately  6.14% and 4.59%; an average expected life
    of 5 years and 5 years;  a dividend  yield of 0% and 0%; and  volatility  of
    244% and 208% for the years ended December 31, 1999 and 1998, respectively.

For the  purposes  of pro forma  disclosures,  the  estimated  fair value of the
employee options is amortized to expense over the options'  vesting period.  Pro
forma information is as follows: (in thousands, except per share amounts)

                                                         1999             1998
                                                         ----             ----

     Pro forma net loss ......................    $    (8,865) $         (8,985)
     Pro forma net loss per share ............          (0.84)            (1.09)

The  estimated  fair value of the total  options  granted  during the year ended
December 31, 1999 was $1,787,000.  The estimated fair value compensation expense
associated  with the  options  granted  in 1999 and  their  respective  portions
vesting in 1999 were $183,000 for the year ended December 31, 1999.

Warrants

The following  summarizes the outstanding  warrants to purchase shares of common
stock of Global Med for the years ended December 31, 1998 and 1999:

                                                                  Weighted
                                                                   Average
                                                Number of         Exercise
                                                Warrants            Price
                                                ---------         --------

     Balance at December 31, 1997 .........     2,195,888          $4.703
     Issued ...............................    13,163,624           0.286
     Exercised ............................      (563,624)          0.660
     Canceled .............................      (150,000)          2.975
                                               ----------         -------
     Balance at December, 31, 1998 ........    14,645,888           0.906
     Issued ...............................     2,045,588           3.613
     Exercised ............................     2,000,000           0.25
     Canceled .............................    (2,045,588)          3.613
                                               ----------         -------
     Balance at December 31, 1999 .........    12,645,888          $1.010
                                              ===========          ======


                                      F-24

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


On December 22, 1999,  the Board of Directors  extended the exercise time of its
previously  issued 1,456,988 Class A Warrants from February 11, 2002 to February
11, 2003. The Company has also reduced the exercise price of these warrants from
$4.55 to $3.00 per share.  This  resulted in expense to the Company of $899,800.
AFFC,  the original  underwriter,  was issued  warrants to acquire  46,100 units
exercisable at $11.55 per unit until January 14, 2002. Each unit consists of two
shares of common  stock and a warrant to purchase  one share of common  stock at
$7.51 per share. The Company extended the underwriter's  warrants until February
11, 2003, but did not reduce the exercise price of the  underwriter's  warrants.
Using the Black Scholes model for estimating fair value, the Company  recognized
$78,000 of financing costs expense on this transaction.

On June 2, 1999, the Board of Directors authorized the extension of the 10% Note
Warrants.  These  warrants to purchase  187,800 shares of common stock of Global
Med at $3.75  per  share  were  originally  granted  on June  26,  1996 and were
exercisable  for a period of three years,  through June 26, 1999. The expiration
date was  extended to June 26, 2004 by the Board of  Directors.  All other terms
remained the same.  Using the Black Scholes model for estimating fair value, the
Company recognized $238,000 of financing costs expense on this transaction.

On August 27, 1998,  pursuant to the  provisions of an agreement for  consulting
services with a director of the Company,  the Company authorized the issuance of
warrants to purchase  600,000 shares of the Company's common stock, at $0.75 per
share,  exercisable for ten years. Using the Black-Scholes  model for estimating
the fair value, the Company recorded $247,000 as consulting expense as of August
27, 1998.

Lockup Agreements

On October 25, 1999,  the Company  entered into a Lockup  Agreement with eBanker
and a Lockup  Agreement with eVision.  The  agreements  provide that eBanker and
eVision will not,  between  October 25, 1999 and October 28,  2000,  without the
Company's prior written consent,  publicly offer, sell,  contract to sell, grant
any option for the sale of, or otherwise dispose of, directly or indirectly, (i)
warrants to purchase 9,000,000 shares of the Company's common stock at $0.25 per
share  held by eBanker  or the  warrants  to  purchase  1,000,000  shares of the
Company's  common  stock at $0.25 per share held by eVision  and (ii) any shares
(the  "Shares," and,  together with the warrants,  the  "Securities")  of common
stock  issuable  upon the  exercise of the  warrants;  provided,  however,  that
eBanker or eVision may offer,  sell,  contract to sell,  grant an option for the
sale of, or otherwise dispose of all or any part of the Securities or other such
security or instrument of the Company during such period if such  transaction is
private in nature and the transferee of such  Securities or other  securities or
instruments  agrees,  prior  to  such  transaction,  to be  bound  by all of the
provisions  of  the  lockup  agreements.  In  exchange  for  entering  into  the
agreements,  eBanker and eVision were issued 450,000 shares and 50,000 shares of
common stock of the Company, respectively. The shares had a value of $296,875 on
October 25, 1999,  based on the quoted market price of the stock,  which will be
amortized over the term of the agreement.


                                      F-25

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


In  addition,  the  agreements  provide  (i)  eBanker  and  eVision  will not be
restricted  from disposing of the  Securities in the event that an  unaffiliated
third party commences a tender offer for the outstanding  common stock, and (ii)
eBanker and eVision will not be restricted  from disposing of 450,000 and 50,000
shares,  respectively,  of the  Securities  in the aggregate if the closing sale
price for the  common  stock on the  principal  market  on which it then  trades
equals or exceeds  $5.00 per share for any ten  consecutive  trading  day period
preceding  the date of such sale,  and (iii) that there will be no  restrictions
upon the ability of eBanker or eVision to exercise the warrants.

NOTE 8.  CONTRIBUTIONS TO RETIREMENT PLAN

The Company has a 401(k)  retirement  plan which covers eligible  employees,  as
defined,  of the Company (the 401(k)  Plan).  Employees  may defer up to fifteen
percent of their annual  compensation  up to the maximum amount as determined by
the  Internal  Revenue  Service.  Under the 401(k)  Plan,  the  Company,  at its
discretion,  may make  contributions to the plan. No Company  contributions were
made  to the  401(k)  Plan in  1999  or  1998.  The  Company  paid  401(k)  Plan
administrative  expenses  of  approximately  $1,175 and $500 for the years ended
December 31, 1999 and 1998 respectively.  Such 401(k) Plan expenses are included
in  general  and  administrative  expenses  in the  accompanying  statements  of
operations.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

As part of the  consideration  for the Royalty  Group,  eight  California  blood
centers,  funding  approximately  $1,100,000 of the development of SAFETRACE(R),
the Company agreed to pay the Royalty Group certain  royalty  payments on future
software  license  fees.  Royalties  were  charged  in 1999  and  1998  based on
applicable revenues of 3% and 6%, respectively. Royalty expenses related to this
agreement  were  approximately  $21,000 and $60,000 for the years ended December
31,  1999 and 1998,  respectively,  and are  included in cost of revenues in the
accompanying statements of operations. Future royalties will be 3% of applicable
revenues.  The  agreement  may  be  terminated  per  certain  provisions  of the
agreement.

NOTE 10.  DISCONTINUED OPERATIONS

On August 18, 1997, the Company  entered into an asset  purchase  agreement with
National  Medical Review Offices,  Inc.  (NMRO) to sell its DataMed  division to
NMRO.  In  conjunction  with the sale,  the Company and NMRO also entered into a
management  agreement  where NMRO  agreed  effective  July 1, 1997 to assume the
direction and control of the business and  operations  of DataMed.  Accordingly,
NMRO  managed  the  business  and  assumed  ownership  responsibilities  for the
operational  results  from  July 1, 1997  through  the date of final  close.  On
December 15, 1997, upon stockholders'  approval,  the Company finalized the sale
of the assets and operations of DataMed to NMRO for  approximately $1 million in
proceeds net of various closing costs and the assumption of certain liabilities.
The net  liabilities  of the  discontinued  operations  as of December  31, 1997
consisted solely of net current liabilities of $631,000,  which were paid during
1998.

                                      F-26

<PAGE>

                  GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 11.  SUBSEQUENT EVENTS

Debt Extensions

In April 2000,  the loan  agreements  with eBanker for $2,650,000 and $2,000,000
that were due in April  2000 were  extended  to  January 9 and  January 7, 2001,
respectively.  Payment of interest was also extended to the respective  dates in
January 2001. The conversion rate of the $2,650,000 loan agreement was increased
to $1.6875 per share. Other terms of the loans remain the same. In consideration
of the extension, Global Med agreed to pay a fee of 137,778 shares of its common
stock. Based on the market price of the stock on the date of the agreements, the
shares have a value of  $262,130,  which will be recorded as deferred  financing
costs and amortized over the extension period. If the loans and accrued interest
are not repaid in 270 days, ten-year warrants,  convertible into common stock of
Global Med at an exercise  price of $0.50 per share,  will be issued to eBanker.
The number of common  shares to be  included in the warrant to be issued will be
equal to the entire  principal and interest amount divided by the exercise price
of $0.50.

The bridge loan with eBanker of $750,000 matures on September 30, 2000. In April
2000,  eBanker  agreed to extend the due date to  January  1,  2001.  Payment of
interest was also extended to January 1, 2001. Global Med agreed to pay a fee of
22,222 shares of its common stock. Based on the market price of the stock on the
date of the  agreements,  the  shares  have a value of  $37,500,  which  will be
recorded as deferred financing costs and amortized over the extension period.

Consultancy Agreement

The Company entered into a consultancy  agreement,  effective as of February 24,
2000,  for  a  period  of  twenty-four  (24)  months,  with  National  Financial
Communications  Corporation,  dba OTC  Financial  Network (OTC  Financial).  OTC
Financial will provide consulting  services,  with the expressed intent and goal
of getting the Company, or its successor or assigns,  listed on the Nasdaq Stock
Market which include providing  financial  community and investor  relations for
the  Company;  and  advising  the Company,  as  requested,  regarding  financial
community and investor relations.

Upon  execution  of this  agreement,  the  Company  agreed  to: (a) issue to OTC
Financial  250,000  shares of restricted  common stock;  and (b) deposit into an
escrow account,  in the name of OTC Financial,  an additional  250,000 shares of
restricted  common stock. Upon the Company's listing on the Nasdaq Stock Market,
the stock held by the escrow will be released to the  consultant.  The shares of
common stock held in the escrow  account may be returned to Company in the event
of: (a) the term of the consultancy  agreement  should expire before the Company
is listed on the Nasdaq Stock Market;  or (b) the agreement is terminated before
the  Company is listed on the Nasdaq  Stock  Market;  or (c) the  Company  gives
notice to OTC Financial of OTC Financial's breach of the agreement.


                                      F-27

<PAGE>

                                   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 MED TECHNOLOGIES, INC.
                                    A Colorado Corporation

Date: April 26, 2000                By /s/ Michael I. Ruxin
                                       -----------------------------------------
                                       Michael I. Ruxin, Chairman of the Board
                                       and Chief Executive Officer

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
following  persons on behalf of the  Company and in the capacities and on the
dates indicated have signed this report below.

Dated:  April 26, 2000             /s/ Michael I. Ruxin
                                   --------------------------------------------
                                   Michael I. Ruxin, Chairman of the Board
                                   and Chief Executive Officer and Director

Dated:  April 26, 2000             /s/ Thomas F. Marcinek
                                   --------------------------------------------
                                   Thomas F. Marcinek, President and Chief
                                   Operating Officer

Dated:  April 26, 2000             /s/ Gerald F. Willman, Jr.
                                   --------------------------------------------
                                   Gerald F. Willman, Jr., Director and Wyndgate
                                   Vice President - Product Management

Dated:  April 26, 2000             /s/ Alan K. Geddes
                                   --------------------------------------------
                                   Alan K. Geddes, Chief Financial Officer,
                                   Vice President, Finance and Treasurer

Dated:  April 26, 2000             /s/ Fai H. Chan
                                   --------------------------------------------
                                   Fai H. Chan, Director

Dated:  April 26, 2000             /s/ Robert H. Trapp
                                   --------------------------------------------
                                   Robert H. Trapp, Director

Dated:  April 26, 2000             /s/ Kwok Jen Fong
                                   --------------------------------------------
                                   Kwok Jen Fong, Director

Dated:  April 26, 2000             /s/ Jeffrey M. Busch
                                   --------------------------------------------
                                   Jeffrey M. Busch, Director

Dated:  April 26, 2000             /s/ Gary L. Cook
                                   --------------------------------------------
                                   Gary L. Cook, Director

Dated:  April 26, 2000             /s/ Gordon E. Segal
                                   --------------------------------------------
                                   Gordon E. Segal, Director

Dated:  April 26, 2000             /s/ Tony Chan
                                   --------------------------------------------
                                   Tony Chan, Director


                                      35


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    EXHIBITS

                                       TO

                                   FORM 10-KSB

                          GLOBAL MED TECHNOLOGIES, INC.
                                 and SUBSIDIARY





                                       36
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                        DESCRIPTION
-------                       -----------

 3.1      Amended and Restated Articles of Incorporation, filed June 2, 1995 (1)

 3.2      Articles of Amendment to the Articles of Incorporation, filed March 5,
          1996 (1)

 3.3      Articles of Amendment to the Articles of Incorporation,  filed May 30,
          1996 (1)

 3.4      Bylaws, as amended (1)

 4.1      Form of Representative's Warrants to Purchase Units (1)

 4.2      Form of Class A Common stock Purchase Warrant Certificate (1)

 4.3      Specimen copy of stock  certificate  for Common stock,  $.01 par value
          (1)

10.1      Lease  Agreement,  dated April 15, 1992,  and Lease  Addendums,  dated
          April 8, 1992 and October 21, 1994 (1)

10.2      Lease Agreement, dated July 19, 1995, and Lease Addendum (1)

10.3      Employment  Agreement,  dated  May  24, 1995, between  the Company and
          Michael I. Ruxin, as amended July 8, 1995,  August 1, 1995,  September
          21, 1995 and July 15, 1996 (1)

10.4      Employment  Agreement,  dated  May  24, 1995, between  the Company and
          William J. Collard, as amended July 22, 1996 (1)

10.5      Employment Agreement,  dated  June  28, 1995, between  the Company and
          Joseph F. Dudziak (1)

10.6      Employment  Agreement,  dated  February 8, 1996,  between  the Company
          and L.E. "Gene" Mundt (1)

10.7      Amended and Restated Stock Option Plan, as amended on May 5, 1995, May
          29, 1996 and December 11, 1996 (1)

10.7(A)   Amendment  dated March 31,  1997,  to the Amended and  Restated  Stock
          Option Plan. (2)

10.8      Voting Agreement, dated May 23, 1995 (1)

10.9      Shareholders'  Agreement  dated August 16, 1991,  as amended on May 5,
          1995 September 1996, June 24, 1996, July 25, 1996, Consent and Waiver,
          dated July 12, 1996, and Rescission of Shareholder's Agreement,  dated
          June 22, 1996 (1)

10.10     Agreement dated April 8, 1996,  between the Company and LMU & Company,
          and Stock Purchase Option, dated April 8, 1996 (1)



                                       37

<PAGE>


10.11     Form of Drug Testing Service Contract (1)

10.12     Form of License Agreements (1)

10.13     Warrant  Agreement,  dated  February  11,  1997,  between  Global  Med
          Technologies, Inc. and American Securities Transfer & Trust, Inc. (1)

10.14     Exclusivity  and Software  Development  Agreement,  dated November 14,
          1996,  between  and among  Global  Med  Technologies,  Inc.  and Ortho
          Diagnostic Systems Inc. (1)

10.15     Amendment,  dated November 14, 1996, to Agreement dated April 8, 1996,
          between  the  Company and  LMU & Company,  and Stock Purchase  Option,
          dated April 8, 1996 (1)

10.16     Amendment,  dated January 14, 1997, to Agreement  dated April 8, 1996,
          between the  Company and  LMU & Company,  and  Stock Purchase  Option,
          dated April 8, 1996 (1)

10.17     Interim  Management  Agreement,   dated  July  7,  1997,  between  the
          Company and National Medical Review Offices, Inc. (1)

10.18     Asset  Purchase   Agreement,   dated  August  18,  1997,  between  the
          Company and National Medical Review Offices, Inc. (1)

10.19     Third  Amendment to Exclusivity  and Software  Development  Agreement,
          dated  September 17, 1997 between  Global Med  Technologies,  Inc. and
          Ortho Diagnostic Systems, Inc. (1)

10.20     Second Amended and Restated  Stock Option Plan, as amended  October 3,
          1997 and December 2, 1997 (3)

10.21     Fourth  Amendment to Exclusivity and Software  Development  Agreement,
          dated  December 22, 1997  between  Global Med  Technologies,  Inc. and
          Ortho Diagnostic Systems, Inc. (4)

10.22     Development  Agreement,   dated  July  12,  1996  between  Global  Med
          Technologies,  Inc. and The Institute for Transfusion Medicine,  dated
          July 12, 1996, as amended January 12, 1998 (4)

10.23     Loan  Commitment,  dated April 14,  1998,  between  Heng Fung  Finance
          Company Limited and the Company, as amended on April 16, 1998 (4)

10.24     Loan Commitment,  dated April 14, 1998, between Fronteer Capital, Inc.
          and the Company, as amended on April 16, 1998 (4)

10.25     Amendment to Loan Commitment,  dated April 16, 1998, between Heng Fung
          Finance Company Limited and the Company (4)

10.26     Amendment to Loan Commitment,  dated April 16, 1998,  between Fronteer
          Capital, Inc. and the Company (4)

10.27     Second Amendment to Loan Commitments, dated April 20, 1998 between the
          Company,  Heng Fung Finance Company Limited and Fronteer Capital, Inc.
          (4)


                                       38


<PAGE>


10.28     Employment Agreement, dated  August 1 , 1998, between  the Company and
          Michael I. Ruxin (5)

10.29     Employment Agreement,  dated August  1, 1998, between  the Company and
          Alan K. Geddes (5)

10.30     Employment Agreement,  dated August  1, 1998,  between the Company and
          Thomas F. Marcinek (5)

10.31     Consultancy  Agreement,  dated  August  1, 1998,  between  the Company
          and Jeffrey M. Busch, Esq. (5)

10.32     Warrant to Purchase Common Shares dated April 20, 1998,  issued by the
          Company to Heng Fung Finance Company Limited (5)

10.33     Warrant to Purchase Common Shares dated April 20, 1998,  issued by the
          Company to Fronteer Capital, Inc. (5)

10.34     Loan Agreement, dated  August 12,  1998, between  the Company and Heng
          Fung Finance Company Limited (5)

10.35     Loan  Agreement,  dated  August 12,  1998,  between  the  Company  and
          Fronteer Capital, Inc. (5)

10.36     Personal Guaranty, dated August 12, 1998, by Michael I. Ruxin, M.D. as
          Guarantor,  the  Company  as Debtor and Fronteer  Capital,  Inc. as
          Beneficiary (5)

10.37     Assignment,  Assumption  and Consent  Agreement,  dated  September 28,
          1998, by  the  Company,  Michael I. Ruxin, M.D., Fronteer Capital Inc.
          and Fronteer Development Finance, Inc. (5)

10.38     Loan and Warrant  Purchase and Sale Agreement,  dated October 7, 1998,
          between  the Company,  Heng Fung Finance  Company Limited and Fronteer
          Development Finance (5)

10.39     Promissory  Note,  dated October 30, 1998,  by  the  Company as  Maker
          and Fronteer Development Finance as the Holder (5)

10.40     Warrant to Purchase Common Shares,  dated October 30, 1998,  issued by
          the Company to Fronteer Development Finance Inc. (5)

10.41     Promissory  Note,  dated  October  26, 1998, by the  Company  as Maker
          and Fronteer Development Finance, Inc. as the Holder (5)

10.42     Promissory  Note,  dated  October  26, 1998,  by  the  Company as  the
          Maker and Heng Fung Finance Company Limited as the Holder (5)

10.43     Warrant to Purchase Common Shares,  dated October 26, 1998,  issued by
          the Company to Fronteer Development Finance, Inc. (5)

10.44     Warrant to Purchase Common Shares,  dated October 26, 1998,  issued by
          the Company to Heng Fung Finance Company Limited (5)


                                       39

<PAGE>


10.45     Employment  Agreement,  dated February  1, 1999,  between  the Company
          and James Flynt (6)

10.46     Bridge Loan  Agreement,  dated  March 18,  1999,  between  the Company
          and eBanker USA.Com, Inc. (6)

10.47     First  Amendment to  Loan  Agreement  among  the  Company,  Michael I.
          Ruxin,  M.D.,  eBanker  USA.Com,  Inc. and Heng Fung  Finance  Company
          Limited, dated March 18, 1999 (6)

10.48     Office Lease between  the  Company and Golden Hill  Partnership, dated
          January 11, 1999 (6)

10.49     Standard   Industrial/Commercial   Multi-Tenant   Lease   between  the
          Company and James W. Cameron, Jr., dated February 8, 1999 (6)

10.50     Settlement  Agreement and  Release of  All Claims  between the Company
          and William J. Collard and Hollis Gailey, dated December 22, 1998 (6)

10.51     Bridge Loan Agreement,  dated April 13, 1999,  between the Company and
          Heng Fung Finance Company Limited (7)

10.52     Revised Bridge Loan Agreement,  dated May 7, 1999, between the Company
          and eBanker USA.com, Inc. (7)

21        Subsidiaries of the Company

23        Consent of Independent Auditors - Deloitte & Touche LLP

23.1      Consent of Independent Auditors - KPMG LLP

27        Financial Data Schedule

99        Proxy and Right of First Refusal  Agreement,  dated November 14, 1996,
          between and among Ortho Diagnostic  Systems Inc. and Michael I. Ruxin,
          William J. Collard,  Gerald F. Willman, Jr., Lori J. Willman,  Timothy
          Pellegrini and Gordon Segal (1)

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

     (1)  The  documents  identified  are  incorporated  by  reference  from the
          Company's Registration Statement on Form SB-2 (No. 333-11723).

     (2)  Incorporated by reference from the Company's Registration Statement on
          Form S-8 (No. 333-28155).

     (3)  Incorporated by reference from the Company's Registration Statement on
          Form S-8 (No. 333-45031).

     (4)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-KSB for the year ended December 31, 1997.

     (5)  Incorporated by reference from the Company's Registration Statement on
          Form SB-2 (No. 333-52761).

     (6)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-KSB for the year ended December 31, 1998.

     (7)  Incorporated  by  reference  from the  Company's  Form  10-QSB for the
          quarterly period ended March 31, 1999.

                                       40