# UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D.C.
20549
FORM 10-K

|[X] | ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|--- | -----------------------------------------------------------------------------

For
The Fiscal Year Ended: December 31, 2004

OR

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

| | For
The Transition Period From ___________ To __________
| | --------------------------------------------------------

COMMISSION FILE
NUMBER: 0 - 22083

GLOBAL
MED TECHNOLOGIES, INC.(Exact name of registrant as specified 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)

Registrant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

Indicate
by check mark 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 Registrant 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   [   ]

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

Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes [   ]  No  [X]

Aggregate
market value of voting stock held by non-affiliates as of March 1, 2005;
$22,057,813 based on the closing bid priceof $1.95 per share as of that
date. Shares of common stock, $.01 par value, outstanding as of March 1, 2005,
27,665,056.

Documents
incorporated by reference: See Part IV, Item 15(a), and EXHIBIT
INDEX on page 42 for a listing of documents incorporated by reference into
this Annual Report on FORM 10-K.

---

# GLOBAL
MED TECHNOLOGIES, INC.
FORM 10-K
DECEMBER 31, 2004

# TABLE
OF CONTENTS

# PART
I

|Item |  | Page                                               
|---- |  | ---------------------------------------------------
|1.   |  | Business                                           
|2.   |  | Properties                                         
|3.   |  | Legal Proceedings                                  
|4.   |  | Submission of Matters to a Vote of Security Holders

# PART II

|    |  |                                                                      
|--- |  | ---------------------------------------------------------------------
|5.  |  | Market for Registrants Common Equity and Related Stockholder Matters
|6.  |  | Selected Financial Data                                              
|7.  |  | Managements Discussion and Analysis of Financial Condition and      
|    |  | Results of Operations                                                
|7A. |  | Quantitative and Qualitative Disclosures About Market Risk           
|8.  |  | Financial Statements and Supplementary Data                          
|9.  |  | Changes In and Disagreements with Accountants on Accounting and      
|    |  | Financial Disclosure                                                 
|9A. |  | Controls and Procedures                                              

# PART III

|    |  |                                                               
|--- |  | --------------------------------------------------------------
|10. |  | Directors and Executive Officers of the Registrant            
|11. |  | Executive Compensation                                        
|12. |  | Security Ownership of Certain Beneficial Owners and Management
|13. |  | Certain Relationships and Related Transactions                
|14. |  | Principal Accountant Fees and Services                        

# PART IV

|    |  |                                                                  
|--- |  | -----------------------------------------------------------------
|15. |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K
|    |  | SIGNATURES                                                       

2

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# PART I

ITEM 1.
DESCRIPTION OF BUSINESS

GENERAL
DEVELOPMENT OF BUSINESS

Global Med
Technologies, Inc. was organized under the laws of the State of Colorado in December 1989.

In 1995, Global
Med Technologies,  Inc. merged with the Wyndgate Group, Inc.  (Wyndgate).
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.

During
1999, Global Med Technologies, Inc. formed a majority-owned subsidiary,
PeopleMed.com, Inc. (PeopleMed), 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 allows doctors and other medical employees access to a
patients history. PeopleMed offers chronic disease management as an
Application Service Provider (ASP). PeopleMed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.

PeopleMed is
owned 83% by Global Med  Technologies,  Inc. and 13% by certain  executive  officers and
directors of  Global Med  Technologies,  Inc. and 4% owned by third  parties.  Global Med
Technologies,  Inc. and  PeopleMed are  referred to collectively herein as the Company or
Global Med.

RELATED
PARTIES

Global
Med is financed primarily through lending arrangements with Global Med
International Limited (GMIL). These lending arrangements were
originated by eBanker USA.com, Inc., (eBanker) transferred, along
with eBankers ownership in Global Med, to Global Med China & Asia
Limited (GMCAL) in October 2002, and then the lending arrangements
were transferred to GMIL in September 2003. Until November 28, 2001, eBanker was
a consolidated subsidiary of eVision International, Inc. (eVision).
eVision is majority owned by China Credit Holdings Limited (China
Credit formerly Heng Fung Holdings Limited) and its subsidiaries, Online
Credit Limited (Online Credit) and Heng Fung Singapore Pte. Limited
(Heng Fung Singapore). Currently, GMCAL is a shareholder of Global
Med. Until November 2001, eVision was also a shareholder of Global Med. eBanker
through its subsidiary, GMCAL, is a shareholder of Global Med. Additionally,
eVision and GMCAL each hold warrants to acquire 1 million and 11.186 million
shares, respectively, of Global Meds common stock with exercise prices
that range from $0.25-$0.50 per share. As discussed further below and in the
accompanying financial statements, in November 2000, eBanker and Global Med
entered into a series of equity transactions that resulted in Global Med
becoming a consolidated subsidiary of eBanker and eVision effective November
2000.

On
November 28, 2001, the shareholders of eVision approved a transaction, which
transferred certain of the assets of eVision to Online Credit as satisfaction of
the certain obligations eVision had with Online Credit. As a result, all of
Global Meds common shares held by eVision and all eBankers common
shares and warrants held by eVision were transferred to Online Credit.
Consequently, as of November 28, 2001, Global Med remained a consolidated entity
of eBanker for accounting purposes; however, eBanker was then directly
controlled by Online Credit instead of eVision. Additionally, eVision Corporate
Services, Inc. and certain other subsidiaries of China Credit provide certain
support services to Global Med.

As a
result of these transactions and relationships, the financial condition and
results of operations for Global Med may not necessarily be indicative of those
that would have resulted if Global Med were unaffiliated with these entities.

3

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Description
of Business

Principal
Products and Their Markets

Global
Med 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, maintenance, the provision of consulting and other value added support
services, and the resale of hardware and software obtained from vendors.

Wyndgate
began development of a blood tracking system called SafeTrace® 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 Food and Drug
Administration for the collection and management of blood and blood products.

Global
Med has two main products in its Wyndgate division: Safe Trace® and SafeTrace Tx®,
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 provides electronic
cross-matching capabilities to help insure blood compatibility with
patient-recipients and tracks, 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. SafeTrace Tx
complements SafeTrace, because the combined SafeTrace Tx and SafeTrace software
system is now able to integrate hospitals with blood centers and provide a
vein-to-vein® tracking of the blood supply. SafeTrace Tx
received FDA clearance on January 29, 1999.

Global
Med continues to concentrate its development efforts on enhancements to its
existing SafeTrace blood bank product and SafeTrace Tx. The FDA has cleared both
products for sale in the United States.

In
1999, Global Med introduced PeopleMed. PeopleMed supports chronic disease
management as an ASP. PeopleMeds system uses the Internet to coordinate
sources of information and users of a patients clinical information,
including laboratory, pharmacy, primary and specialty care providers, claims,
and medical records.

All of
Global Meds revenues were generated from providing products and services
to end users located throughout the United States, Canada, Puerto Rico and
Africa.

Competition

There
is substantial competition in all aspects of the blood bank and hospital
information management industry. Numerous companies are developing technologies
and marketing products and services in the healthcare information management
area. Many competitors in the blood bank industry have received FDA clearance
for their products. Many of these competitors have been in business longer and
have substantially greater personnel and financial resources than Global Med.
Global Med is aware of three primary competitors to our SafeTrace software
product: Mak-System Corp.; Blood Bank Computer Systems, Inc. and Mediware
Information Systems, Inc. There are five primary competitors in the United
States to our SafeTrace Tx product: Misys Hospital Systems, Inc. (Misys is a
channel partner that currently resells the Companys SafeTrace software);
Mediware Information Systems, Inc.; Meditech, Inc., SCC Soft Computer; and
Cerner Corp. Global Med believes it is able to compete based on the current
technological capabilities of SafeTrace and SafeTrace Tx;.

Dependence
On Major Customers

As of
February 8, 2005, Global Med, through its Wyndgate division, had over 125
customers. It intends to continue to target domestic and international blood
centers, plasma centers and hospital donor and transfusion centers. During the
year ended December 31, 2004, there were no customers accounting for more than
10% of revenues.

During
the year ended December 31, 2003, Global Med had one customer, the Institute for
Transfusion Medicine that accounted for 10.4%, or $677 thousand of Global
Meds revenues.

4

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During
the year ended December 31, 2002, Global Med had one customer that accounted for
15.4%, or $1.022 million, of Global Meds revenues. Of the $1.022 million
in revenues, $500 thousand was attributable to the customer terminating a
five-year contract with PeopleMed. See Note 1 of the consolidated financial
statements for discussion.

Royalty
And Commission Agreements

The
Royalty Group.Pursuant to a development agreement between
Wyndgate and the Royalty Group, Wyndgate developed SafeTrace and must make
royalty payments to the Royalty Group based on a percentage of Wyndgates
SafeTrace license fees collected, measured by cash received from Safe Trace
licensees, net of certain fees and charges. The royalty schedule is based upon
the first date of SafeTrace license invoicing, which was September 14, 1995. The
royalty amounts are computed as a percentage of software license fees collected.
For the years ended December 31, 2004, 2003, and 2002, Global Med expensed $0,
$6 thousand, and $12 thousand, respectively, and are included in the cost of
revenues in the statement of operations. Global Med has accrued but not paid any
royalties for the years ended December 31, 2004, 2003, or 2002. As of December
31, 2003, the outstanding royalty obligation was approximately $123 thousand.

The
Institute for Transfusion Medicine.Pursuant to a development
agreement between Wyndgate and The Institute for Transfusion Medicine
(ITXM), Wyndgate developed SafeTrace Tx and agreed to make royalty
payments to ITXM, based on a percentage of Wyndgates SafeTrace Tx license
fees paid. The royalty amounts were computed as a percentage of net software
license fees. Global Med did not pay any royalties for the years ended December
31, 2004, 2003 or 2002. In April 2003, Wyndgate signed an agreement with ITXM
whereby ITXM waived its rights to payment for all future and past royalties. See
Note 1 of the audited consolidated financial statements for further discussion.

OrthoClinical
Diagnostics, Inc.In 1996, Global Med 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 Global
Med with respect to Global Meds activities and developments in information
technology and intellectual property relating to donor and transfusion medicine.
In connection with this agreement, Global Med received $500 thousand in 1996,
which was recorded as deferred revenue, because the services to be provided to
OCD in conjunction with the receipt of this cash had not yet been provided.

In May
1997, Global Med received a request from OCD to continue its evaluation of
Global Meds technology, on a non-exclusive basis, with the intent of
responding to Global Med by July 14, 1997 regarding whether or not OCD would
propose some form of transaction with Global Med. Global Med received an
additional $500 thousand from OCD during 1997 which was recorded as deferred
revenue until Global Med provided the software development services as defined
in the Exclusivity Agreement. Global Med 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 product in defined
territories around the world. The total of $1 million was included in deferred
revenue as of December 31, 1998. Global Med recognized $500 thousand ratably
over the term of the 22 month contract which ended in June of 2001. Global Med
recognized the remaining portion of the deferred revenue in the amount of $500
thousand in June 2003 in conjunction with a Settlement Agreement with Ortho.

In
June 2003, Global Med signed a settlement agreement (the Settlement
Agreement) with Ortho Clinical Diagnostics, Inc. (Ortho),
whereby all of Global Meds outstanding obligations to and from Ortho were
released. As a result, Global Med was released from its obligation to provide
Ortho with $500 thousand in software development work for which it had received
payment from Ortho in 1997 as part of the exclusivity agreement Global Med
signed with Ortho in 1997.

In
addition, Global Med was released from all other obligations to Ortho, which
included liabilities amounting to approximately $36 thousand for sales
distribution commissions. For the year ended December 31, 2003, Global Med
recognized $500 thousand in revenues associated with the Settlement Agreement
and Orthos waiver of its right to software development services. In
addition, Global Med reduced sales and marketing expenses by $36 thousand as a
result the release of Global Med from its obligation to pay commissions to Ortho
for prior sales. The OCD Agreement was signed with Ortho during June 1999 and
expired in June 2003.

5

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Siemens
Medical Solutions Health Services Corporation.During September
of 1999, Global Med entered into a non-exclusive marketing and support agreement
with Shared Medical Systems Corporation (SMS). Under this agreement,
SMS markets Global Meds blood bank products on a preferred basis. Global
Med will pay a commission to SMS based on the software license fee for each sale
SMS has facilitated. This agreement was automatically renewed and is still in
effect.

Sysmex
Infosystems America, Inc.Global Med entered into a non-exclusive
marketing and support agreement with Sysmex Infosystems America, Inc.
(SIA). Under this agreement, SIA will market Global Meds blood
bank products on a preferred basis. Global Med will pay a commission to SIA
based on the software license fee for each sale SIA has facilitated. This
agreement was automatically renewed and is still in effect.

GE
Medical (aka Triple G Systems Group, Inc.).Global Med entered
into a non-exclusive marketing and support agreement (the Non-Exclusive
Agreement #2) with GE Medical (aka Triple G Systems Group,
Inc.) (Triple G). Triple G, under the Non-Exclusive
Agreement #2, markets Global Meds SafeTrace Tx products on a preferred
basis. Global Med will pay to Triple G a commission based on a percentage of the
software license fee that Triple G facilitates through their marketing efforts.
This agreement was automatically renewed and is still in effect.

National
Jewish Medical and Research Center.Global Med, through its
PeopleMed subsidiary, entered into a development and non-exclusive Marketing
Agreement with National Jewish Medical and Research Center (National
Jewish). Under the terms of this agreement, Global Med will pay National
Jewish a royalty for all sales of PeopleMeds products that use National
Jewishs protocols. In addition, in February 2002, PeopleMed signed a Sales
and Marketing Agreement with National Jewish, whereby National Jewish will be
paid a commission for sales of PeopleMeds products facilitated by National
Jewish. The initial term of this agreement expired and this agreement has been
automatically renewed. During the term of this agreement, there have been no
royalties paid to National Jewish.

Cardiovascular
Disease Management, LLC. Global Med, through its PeopleMed
subsidiary, entered into a development and non-exclusive marketing agreement
with Cardiovascular Disease Management (CVDM). Under the terms of
this agreement, Global Med will pay CVDM a royalty for all sales of
PeopleMeds products that use CVDMs protocols. During the term of
this agreement, there have been no royalties paid to CVDM.

Misys
Hospital Systems, Inc.Global Med entered into a non-exclusive
marketing and support agreement with Misys Hospital Systems, Inc.
(Misys). In the Agreement, Global Med granted to Misys the
non-exclusive and non-transferable worldwide rights, excluding the African
continent and the following countries; India, Indonesia, Bangladesh, Burma,
Cambodia, Laos, Malaysia, Mongolia, Nepal, North Korea, Philippines, Singapore,
Shri Lanka, South Korea, Taiwan, Thailand, Vietnam, China (including Hong Kong
and Macau); non-exclusive and non-transferable right to market, promote, endorse
and assist Wyndgate in the sale and license of its blood donor product,
SafeTrace, to Misys clients. Global Med maintains all responsibilities for the
licensure, delivery, installation, warranty or support between Wyndgate and the
Licensee for all contracts facilitated under the terms of this agreement. Global
Med will pay a commission to Misys based on the software license fee for each
sale Misys has facilitated. This agreement was automatically renewed and is
still in effect. During the term of this agreement, there have been no royalties
paid to Misys.

McKesson
Information Solutions LLC.Global Med entered into a Value Added
Marketing Agreement (McKesson Agreement) with McKesson Information
Solutions LLC, a division of McKesson Corporation, to provide Wyndgates
SafeTrace Tx (the Software) advanced transfusion management system
as Horizon Blood Bank, as a privately-labeled (OEM)
module to be separately licensed with McKessons Horizon
Lab solution. Horizon Blood Bank serves as a tool to help
organizations improve patient safety by automating the management and tracking
patient transfusion services. McKesson Information Solutions products are
in use in over 2,000 hospitals throughout the United States.

6

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The
McKesson Agreement grants McKesson the right to privately brand SafeTrace Tx in
the United States, Canada, and Mexico. The McKesson Agreement also grants
McKesson rights to market the Software to McKessons hospital information
system, clinical systems and ancillary systems customers. This Agreement does
not prevent Wyndgate from pursing sales opportunities through its existing
channel partner base as provided and/or required by those agreements. Wyndgate
is not required and will not inform McKesson of the opportunities brought to
Wyndgate by its channel partners.

The
McKesson Agreement requires Wyndgate and McKesson to integrate certain aspects
of their respective software products. Wyndgate and McKesson have agreed that
certain aspects of their joint software development will be unique to one
another, and not available to any other channel partner or non-McKesson
customers. In light of these grants of exclusivity, McKesson has agreed to
certain revenue commitments in order to maintain their marketing rights in terms
of the increased software product functionality. The revenue commitments include
software license fees, implementation services fees, and maintenance fees.

In the
event that McKesson is unable to meet certain revenue commitments, McKesson has
the right to purchase prepaid license fees from Wyndgate in order to maintain
its marketing rights. In the McKesson Agreement, Wyndgate has agreed to notify
McKesson, as soon as reasonably possible, if any entity makes a proposal to
acquire a majority share in, or full ownership of, Global Med or the Software.
McKesson would have the right within ten (10) days to also make an offer after
receipt of such notice. Global Med has no obligation to accept such offer. The
McKesson Agreement grants McKesson the right to participate in meetings that
relate to future development of the Software. Wyndgate is required to provide
frequent and timely communications on the path of the Software. Wyndgate and
McKesson have agreed to certain enhancements to the Software. The McKesson
Agreement provides for McKesson to pay Wyndgate certain fees for the licensing
of the Software, performance of implementation and maintenance services by
Wyndgate for McKessons customers using the Software.

Certain
terms of the McKesson Agreement are not provided because they are proprietary in
nature and are subject to confidentiality and non-disclosure provisions under
the Agreement.

Paratech,
LLC.Global Med, through its PeopleMed subsidiary, entered into a
non-exclusive marketing agreement with Paratech, LLC. (Paratech).
Under the terms of this agreement, Global Med will pay Paratech a commission for
sales of PeopleMeds products they facilitate.

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, Global Med and its competitors are required to
register with the Center for Biologics Evaluation and Research
(CBER), list their medical devices, and submit a pre-market
notification or application for pre-market review. In April 1997, Global
Meds Wyndgate division received notification from the FDA of its finding
of substantial equivalence of Safe Trace. This determination
provides a 510(k) clearance and permits Global Med to continue to market
Safe Trace. On January 29, 1999, the 510(k) clearance was received for Safe Trace
TX.

7

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Global
Med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. Global Med 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. In 1996 Congress passed legislation that
impacted the healthcare information management. The Healthcare Information
Portability and Accountability Act (HIPAA) requires the Department
of Health and Human Services (HHS) to enact standards for information sharing,
security and patient confidentiality. Although HHS has not issued clarification
on many of the topics under HIPAA, Global Med believes these regulations will
have an important impact on requiring advanced management information systems
that will enable various healthcare organizations to comply with emerging
requirements.

HIPAA
contains provisions regarding the confidentiality and security of patient
medical record information. Standards for the electronic handling of health data
and security of patient information became effective in 2000. This legislation
requires the Secretary of Health and Human Services, or HHS, to (a) adopt
national standards for electronic health information transactions, (b) adopt
standards to ensure the integrity and confidentiality of health information, and
(c) establish a schedule for implementing national health data privacy
legislation or regulations. The standards and legislation will impact the
customers ability to obtain, use or disseminate patient information, which
will extend to their use of Global Meds products. Global Med believes that
the proposed standards issued to date would not materially affect the business
of Global Med. Global Med cannot determine the potential impact of the standards
that might finally be adopted.

Financing
Agreements With Related Parties

Debt
Conversion

Pursuant
to a Loan Restructuring and Restatement Agreement between Global Med and eBanker
of which GMIL is a subsidiary, dated November 19, 2000, as amended (the
Agreement), Global Med was required to repay $3.829 million, which
amount included all principal, interest and other charges due under the
Agreement (except for $96 thousand in extension interest payments and accrued
interest thereon due on July 1, 2004), on or before March 1, 2004. By an
Assignment dated July 4, 2002, eBanker assigned the Agreement to Global Med
International Holdings Limited (GMIHL), a subsidiary of eBanker and
parent company of GMIL. By an Assignment dated July 4, 2002, GMIHL assigned the
Agreement to GMIL. By an Assignment dated October 28, 2002, GMIL assigned the
Agreement to GMCAL, a subsidiary of GMIL. By an Assignment dated September 19,
2003, GMCAL assigned the Agreement to GMIL. Pursuant to a Loan and Promissory
Note between Global Med and GMIHL dated June 18, 2002, as previously amended
(the Note), Global Med was required to repay GMIHL $200 thousand,
which amount included all principal, interest and other charges due under the
Note (except for $12 thousand in extension interest payments due on July 1,
2004), on or before March 1, 2004. GMIHL has assigned the Note to GMIL. The
total debt owed by Global Med to GMIL under the Agreement and the Note (except
for the $96 thousand in extension interest payments and accrued interest thereon
due on July 1, 2004 and the $12 thousand in extension interest payments due on
July 1, 2004, referenced above) (the Debt) was $4.029 million
at December 31, 2003.

On
April 14, 2004, Global Med International Limited (GMIL) and Global
Med amended their existing financing agreements and entered into an agreement to
combine the outstanding $3.829 million and $200 thousand debt agreements. The
combined loan of $4.029 million was then separated into two parts: $529 thousand
was converted into debt (Remaining Debt) and $3.5 million was
converted into $1 par value Series AA Convertible Redeemable Preferred Stock
(Preferred Stock). (See note 6 of the financial statements for
further discussion of the preferred stock. ) The due date of the Remaining Debt
is March 1, 2006. The interest rate on the Remaining Debt is 15% per year and
interest on this debt is due and payable quarterly on March 1, June 1, September
1, and December 1 of each year until the Remaining Debt is paid in full. The
Remaining Debt is secured by all of Global Meds assets and is subject to
the outstanding terms of November 19, 2000 financing agreement (Loan
Agreement). As of April 14, 2004, Global Med had paid GMIL $287 thousand
of the $287 thousand extension fee. At December 31, 2004, principal of $529
thousand and accrued interest of $69 thousand was outstanding under the terms of
the Remaining Debt agreement.

Under
the terms of the Remaining Debt and Preferred Stock Agreements, the personal
guaranty of Dr. Michael I. Ruxin, the Companys Chairman and CEO, remains
in effect until both the Preferred Stock and Remaining Debt and any related
dividends or interest, respectively, are paid. Unless Global Med is in default
of the Remaining Debt or Preferred Stock agreements, Dr. Ruxins personal
guaranty is limited to the debt and related interest and will not exceed $650
thousand and will remain in effect until the total Remaining Debt has been fully
paid or satisfied. The agreements also contain the following provisions:

|o |  | Global
Med  agrees to  register  with the SEC all  unregistered  Global  Med shares and shares
underlying  derivatives regardless of the owner of the shares.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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|o |  | Registration
of all Global Med Shares will be maintained and not allowed to lapse.
|- |  | ----------------------------------------------------------------------------------

|o |  | Remaining
Debt and Preferred Stock are not satisfied unless eliminated.
|- |  | -----------------------------------------------------------------------

|o |  | Any
future  restructuring  of the Remaining Debt or Preferred Stock is not a satisfaction of
the Remaining Debt
or Preferred Stock unless specified in writing by GMIL.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | While
any of the Remaining  Debt or Preferred  Stock is  outstanding,  the Company has agreed
not to incur  any debt in excess of $100 thousand without the written consent of GMIL.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
part of these agreements, Global Med agreed to indemnify GMIL and its
affiliates, including but not limited to GMCAL, GMIHL, eBanker, Online Credit
Limited, Heng Fung Singapore Ltd., and China Credit, and their employees,
officers, directors, and agents for any legal proceeding that results or stems
from GMILs conversion of this debt to Preferred Stock.

In
conjunction with the signing of the Remaining Debt and the Preferred Stock
Agreement, these agreements preserved the right of GMIL to appoint 5 of 9
members of Global Meds Board of Directors until the Remaining Debt and
Preferred Stock have been satisfied. Further, GMIL shall have the right to
select a replacement director for any member of the Borrowers Board of
Directors that was selected by Lender who resigned or otherwise fails to serve
as a director. Global Med agrees not to increase the number of directors above
nine except with GMILs written consent. If Global Med defaults on
the repayment of any amount borrowed under the financing agreements initiated
with eBanker, all of the Board of Directors of Global Med will be required to
resign and GMIL will have the right to appoint all new members.

Series
BB Preferred Stock.As of February 28, 2004, Dr. Ruxin had 1,692
hours of accrued vacation and sick time with a book value, collectively, of
approximately $224 thousand (the Accrued PTO). In addition, Dr.
Ruxin had approximately $60 thousand of accrued wages. Dr. Ruxin agreed to
convert the Accrued PTO and accrued wages with a combined book value of $284
thousand into 675,386 shares of Series BB Preferred Stock. The Series BB
Preferred Stock had the following terms:

|o |  | The Series BB Preferred Stock was convertible, at the option of the holder
thereof, at any time, in whole or in part, after the closing market price for
Global Meds common stock for any day reaches $0.75 per share or
more (regardless of whether the closing market price subsequently declines
to below $0.75 per share), upon written notice to Global Med, at the rate of one
(1) share of common stock per share of Series BB Preferred Stock.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | The Series BB Preferred Stock was junior to the Series AA Preferred Stock and
senior to Global Meds common stock and all other existing or future series
of preferred stock and will have a liquidation preference of $0.42 per share.
The Series BB Preferred Stock did not have voting rights.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
December 2004, the Series BB Preferred Stock was converted into common stock.

EMPLOYEES

As of
January 31, 2005, the Company had 52 full-time employees, consisting of 2
employees in the corporate offices in Lakewood, Colorado and 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.

9

---

AVAILABLE
INFORMATION

Global
Meds Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, are available on
the Securities and Exchange Commissions website: http:/www.sec.gov.
Additional information about the Company is available at Global Meds
website at http://www.globalmedtech.com.

ITEM
2.   PROPERTIES

As of
February, 2005, the Company occupied two primary locations. The Company occupies
approximately 1,252 square feet of office space in Lakewood, Colorado and the
lease expires on February 14, 2007. The Company leases approximately 15 thousand
square feet of office space in El Dorado Hills, California, expiring on May 31,
2006.

ITEM
3.   LEGAL PROCEEDINGS

In
September 2002, Global Med filed a lawsuit against Donnie L. Jackson, Jr.,
Global Meds former Vice President of Sales and Marketing. Global Med
alleges, among other things, that prior to his resignation in July 2002 Mr.
Jackson misappropriated certain trade secrets of Global Med. Mr. Jackson is
currently a management employee of one of Global Meds competitors. On
October 13, 2004, the Superior Court of the State of California in and for the
County of El Dorado granted the motion for summary judgment for Donnie L.
Jackson, Jr. The Company plans to appeal this decision. On November 5, 2004,
Mediware Information Systems, Inc., Donnie L. Jackson, Jr.s current
employer, filed a claim against the Company in the United States District Court
for the Eastern District of California seeking recovery of legal costs in excess
of $600,000. Global Med believes the claim is without merit and plans to
vigorously defend against this lawsuit and does not believe this lawsuit will
have a material impact on Global Meds business.

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 REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market
Information

The
Companys common stock commenced trading on the Nasdaq Small-Cap Market in
1997. In 1998, the Companys common stock and warrants were delisted from
the Nasdaq Small-Cap Market, and commenced trading on the OTC Bulletin Board.
OTC Bulletin Board Market quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions.

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, 2004 and 2003.

10

---

# COMMON
STOCK

|                                           |  |        
|------------------------------------------ |  | -------
|
|First Quarter (January 2004 to March 2004) |  | $  0.70
|Second Quarter (April 2004 to June 2004)   |  | $  0.64
|Third Quarter (July 2004 to September 2004 |  | $  0.78
|Fourth Quarter (October 2004 to December 2 |  | $  1.30
|                                          
|
|
|First Quarter (January 2003 to March 2003) |  | $  0.68
|Second Quarter (April 2003 to June 2003)   |  | $  .550
|Third Quarter (July 2003 to September 2003 |  | $  0.50
|Fourth Quarter (October 2003 to December 2 |  | $  0.80

Historical
stock price data provided by Commodity Systems, Inc. The Companys symbol
is GLOB.OB.

Holders

As of
December 31, 2004, the Company had approximately 151 holders of record of the
Companys common stock.

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.

Recent
Sales of Unregistered Securities

During
the year ended December 31, 2004, Global Med issued unregistered common stock.
During the year ended December 31, 2003, Global Med issued no unregistered
securities. During the year ended December 31, 2002, Global Med issued 275
thousand shares of unregistered common stock.

The
Company issued the following shares during the year ended December 31, 2004.

In
October, the Company issued 487 thousand shares of common stock to Fusion
Capital in conjunction with the execution of the Common Stock Purchase
Agreement. This transaction is more fully described in note 6 of the financial
statements.

In
August, the Company issued 50 thousand shares of common stock to Fusion Capital
in conjunction with the signing of the letter of intent for their purchase of
common stock. This transaction is more fully described in note 6 of the
financial statements.

The
Company authorized the issuance of 26 thousand shares of common stock to a third
party in conjunction with services performed by this third party. Approximately
24 thousand shares were issued in October and the remaining 2 thousand were
issued in December.

The
Company sold 1.525 million shares of unregistered common stock for an aggregate
of $549 thousand in a private placement to accredited investors. During May,
1.450 million shares were issued and during August, the remaining 75 thousand
shares were issued.

In
December, the Company sold 125 thousand shares of unregistered common stock for
an aggregate of $50 thousand. These common shares represented the exercise of
the same number of warrants that were issued in conjunction with the private
placement that occurred in 2004.

11

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The
Company authorized the issuance of 3.5 million shares of Series AA Preferred
Stock to GMIL, the Companys majority shareholder, in connection with
GMILs conversion of $3.5 million of debt. These shares are considered
outstanding as of April 14, 2004. The Series AA Preferred Stock can be converted
by GMIL into common stock of the Company at any time at a conversion rate of
(2.222) shares of common stock for each share of Series AA Preferred Stock.
Therefore, the Series AA Preferred Stock is convertible into approximately 7.777
million common shares. The sales were not underwritten and no commissions were
paid in connection with the sales. The securities were issued under the
exemption(s) provided by Sections 4(2) and 4(6) of the Securities Act. These
shares were issued in September.

The
Company authorized the issuance of 675 thousand shares of Series BB Preferred
Stock to Michael I. Ruxin, M.D., the Companys Chairman of the Board and
Chief Executive Officer, in connection with his conversion of outstanding
accrued vacation and accrued wages as of February 29, 2004, with a recorded book
value of approximately $284 thousand. These shares are considered outstanding as
of April 14, 2004. The Series BB Preferred Stock was convertible at a rate of
one share per common per one share of Series BB at the option of the holder if
the Companys common stock closing price reaches $0.75 per share. Upon
written notice by Dr. Ruxin, the Series BB was convertible into common stock.
The 675 thousand shares of Series BB Preferred Stock were converted into the
same number of common shares in December 2004. The sales were not underwritten
and no commissions were paid in connection with the sales. The securities were
issued under the exemption(s) provided by Sections 4(2) and 4(6) of the
Securities Act. These shares were issued in September and converted into common
shares in December.

During
the year ended December 31, 2003, Global Med issued no unregistered common
stock.

During
the year ended December 31, 2002, Global Med issued 224 thousand shares of
unregistered common stock. The unregistered shares issued during 2002 were
comprised of the following:

|o |  | 111 thousand shares of stock, purchased by a Gordon Segal, a director of the
Company at that time, for $50 thousand. These shares were issued with 27
thousand warrants to purchase the Companys stock at $1.25 per share until
May 9, 2007. These shares were purchased in 2002 and issued in March of 2003.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 111 thousand shares of stock, purchased by a third party for $50 thousand. These
shares were issued with 27 thousand warrants to purchase the Companys
stock at $1.25 per share until May 9, 2007. These shares were purchased in 2002
and issued in March of 2003.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 2 thousand shares of stock were issued as consideration for services performed.
These shares were valued at $2 thousand. These shares were earned in 2002 and
issued in March of 2003.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All
investors participating in private placements for cash were accredited
investors within the meaning of Regulation D. In addition, we note that
there are several categories of recipients of these shares. These include
investors for cash, officers, directors, consultants, litigants and former
shareholders of private companies acquired by Global Med. Global Med
believes that these transactions complied in all respects with
Section 4(2). Global Med believes that this conclusion is true even if
the transactions occurring within each category are integrated with other
transactions occurring within six months or one year of a given transaction.

12

---

The
following table details equity securities authorized for issuance as of December
31, 2004.

|                                 | Number of securitiesto be issued upon exercise ofoutstanding options,warrants and rights(a) | Weighted averageexercise price ofoutstandingoptions, warrantsand rights(b) | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a)(c)
|-------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                    |                                                                                             |                                                                            |                                                                                                                                        
|Equity plans approved by the     |                                                                                            
|shareholders                     |                                                                                            
|2001 Stock Option Plan           |                                                                                             | 2,829,500                                                                  |                                                                                                                                        
|Compensation Plan                |                                                                                             | 0                                                                          |                                                                                                                                        
|Equity plans not approved by the |                                                                                            
|shareholders                     |                                                                                            
|Stock Options                    |                                                                                             | 6,063,942                                                                  |                                                                                                                                        
|Warrants                         |                                                                                             | 13,289,730                                                                 |                                                                                                                                        
|                                 |                                                                                             |                                                                            |                                                                                                                                        
|Total                            |                                                                                             | 22,183,172                                                                 |                                                                                                                                        
|                                 |                                                                                             |                                                                            |                                                                                                                                        

The
number of common shares available for issuance or already issued under the terms
of the existing stock option grants or under the stock option plan and stock
compensation plan are subject to adjustment under certain conditions that
include the declaration of stock dividends, or stock splits, etc.

ITEM
6.   SELECTED FINANCIAL DATA

This
table sets forth selected financial data of Global Med for the periods
indicated. This data should be read in conjunction with and is qualified by
reference to Managements Discussion and Analysis of Financial
Condition and Results of Operations included in Item 7 in this Annual
Report on Form 10-K and our audited consolidated financial statements, including
the notes, the independent auditors reports, and the other financial
information included in Item 8 in this Form 10-K. The selected data in this
section are not intended to replace the consolidated financial statements
included in this Annual Report.

13

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# GLOBAL MED
TECHNOLOGIES, INC.SELECTED  HISTORICAL FINANCIAL AND OPERATING DATA(IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)

|                                             | Year Ended December 31 |            |   |            |  
|-------------------------------------------- | ---------------------- | ---------- | - | ---------- | -
|
|Revenues                                     |                        | $   6,884  |   | $   6,514  |  
|Cost of revenues                             |                        | 2,437      |   | 2,272      |  
|                                             |                        |            |   |            |  
|Gross profit                                 |                        | 4,447      |   | 4,242      |  
|OPERATING EXPENSES:                          |                       
|General and administrative                   |                        | 2,434      |   | 2,057      |  
|Sales and marketing                          |                        | 1,597      |   | 1,442      |  
|Research and development                     |                        | 838        |   | 595        |  
|Depreciation and software amortization       |                        | 160        |   | 451        |  
|                                             |                        |            |   |            |  
|Total operating expenses                     |                        | 5,029      |   | 4,545      |  
|                                             |                        |            |   |            |  
|Income (loss) from operations                |                        | (582       | ) | (303       | )
|OTHER INCOME (EXPENSES):                     |                       
|Interest income                              |                        | 51         |   | 86         |  
|Interest expense                             |                        | (6         | ) | (2         | )
|Interest expense to related party            |                        | (229       | ) | (532       | )
|Financing costs to related party             |                        | --         |   | (127       | )
|                                             |                        |            |   |            |  
|Loss before income taxes                     |                        | $    (766  | ) | $    (878  | )
|Provision for income taxes                   |                        | --         |   | --         |  
|                                             |                        |            |   |            |  
|Net loss                                     |                        | $     (766 | ) | $    (878  | )
|Preferred dividend, related party            |                        | (479       | ) | --         |  
|                                             |                        |            |   |            |  
|Net loss attributable to common shareholders |                        | $  (1,245  | ) | $    (878  | )
|                                             |                        |            |   |            |  
|                                             |                        |            |   |            |  
|Basic and diluted loss per common share      |                        | $    (0.05 | ) | $    (0.04 | )
|                                             |                        |            |   |            |  
|                                             |                        |            |   |            |  
|Weighted average number of common shares     |                       
|outstanding                                  |                        | 25,771     |   | 24,545     |  
|                                             |                        |            |   |            |  
|                                             |                        |            |   |            |  
|
|
|Balance Sheet Data:                          |                       
|Cash and cash equivalents                    |                        | $   1,633  |   | $      983 |  
|Working capital  deficit                     |                        | $   1,452  |   | $   1,574  |  
|Total assets                                 |                        | $   3,916  |   | $   2,209  |  
|Deferred revenue                             |                        | $   2,785  |   | $   1,389  |  
|Long-term debt                               |                       
|including capital leases                     |                        | $      617 |   | $   4,029  |  
|Stockholders deficit                        |                        | $  (4,717  | ) | $  (4,846  | )

14

---

Revenues
for the years ended December 31, 2000 and December 31, 2001 varied
significantly. From 2000 to 2001, the Companys revenues increased
approximately $1.845 million as a result of a significant increase in new
customers, and the related software license and implementation fees. In
addition, the Companys existing customer base paid more in maintenance
fees. In addition, for this same period, the companys financing costs
decreased dramatically, mainly as a result of decreased amortization of related
party financing costs associated with the issuance of equity to a related party.
See Item 7 for discussion of the periods from 2002 to 2004.

ITEM 7.   
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING
STATEMENTS AND ASSOCIATED RISKS

This
Annual Report on Form 10-K contains certain forward-looking statements within
the meaning of Section 27A of the 1933 Act and Section 21E of the Securities
Exchange Act of 1934, as amended (1934 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-K include or
relate to among other things: (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, and (viii) the ability of the Company and its customers to
successfully and timely implement the Companys software products.

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, among other things, 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-K, 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-K, 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.

15

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GENERAL

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 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.
Revenues for PeopleMed are derived, generally, from providing ASP services. The
Company operates in two segments.

Business
Strategy

The
Companys business strategy for marketing and selling its products and
services is two tiered:

|1. |  | The
first tier is comprised of direct selling to customers through the Company's internal
sales force,  and
|-- |  | -----------------------------------------------------------------------------------------------------------

|2. |  | The
second tier is focused on marketing and selling directly through agreements with
companies ("Channel  Partner Agreements") that are established in blood donor
hospital markets.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Companys ability to increase future revenues is highly dependent upon the
Companys ability to make further inroads in selling its products directly
to potential customers. These Channel Partner Agreements are more fully
described in ITEM 1, ROYALTY AND COMMISSION AGREEMENTS. In addition,
the Companys success is dependent upon the ability of its marketing
partners to sell their complementary products in conjunction with the
Companys.

Overview

Global
Med Technologies, Inc. provides information management software products and
services to the health care industry. 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. The Companys PeopleMed
subsidiary offers chronic disease management as an Application Service Provider
(ASP). PeopleMed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. PeopleMed earns revenues primarily by providing ongoing ASP services.
PeopleMeds revenues were not significant during 2004 or 2003.

The
Company has two main products in its Wyndgate division: SafeTrace and SafeTrace
Tx. SafeTrace is used by blood centers and hospitals to track blood donations.
SafeTrace Tx is used primarily by hospitals and centralized transfusion centers
to help insure the quality of blood transfused into patient-recipients. Both
products are designed to help the users comply with quality and safety standards
of the U.S. Food and Drug Administration (FDA) for the collection
and management of blood and blood products. The Companys Wyndgate division
earns revenues primarily through the sale of software licenses, implementation
of the software systems sold, and by providing maintenance for the SafeTrace and
SafeTrace Tx software systems. During the year ended December 31, 2004, the
Wyndgate division accounted for approximately 97% of the Companys
revenues.

The
decision to purchase a new blood bank system is driven in large part by one or
all of the following: replacing antiquated technology, upgrading the laboratory
information system (LIS) of the hospital which typically includes
the purchase of a blood bank system, and replacing existing products that have
been sunsetted. The Company believes that because the purchase of an LIS by a
Hospital is a significant driver in the decision to purchase a blood bank
system, the Company is heavily reliant on its relationships with its channel
partners that sell their LIS systems in combination with the Companys
blood bank products. The Companys channel partner relationships are more
fully discussed in ITEM 1 section COMMISSION AND MARKETING
AGREEMENTS.

16

---

Entities that
plan to purchase blood bank products primarily have two choices:

|1. |  | Upgrade
their current system with their existing vendor, or
|-- |  | -----------------------------------------------------------

|2. |  | Select
a replacement system from an alternative vendor.
|-- |  | -------------------------------------------------------

The
Companys two primary locations are in Lakewood, Colorado, the corporate
headquarters, and El Dorado Hills, California. The Companys primary
operations which include research and development, implementation staff, support
services, and certain administrative staff, are located in the El Dorado Hills
facility. Approximately 20% of the Companys employees are not located in
Lakewood, Colorado or El Dorado Hills. These employees provide support for the
Companys sales and marketing, research and development, and implementation
efforts.

Overall,
the Companys revenues and cost of revenues were relatively flat for the
years ended December 31, 2002, 2003 and 2004. Revenues for this period ranged
from $6.514 million to $6.884 million and cost of revenues ranged from $2.140
million to $2.437 million. For the years ended December 31, 2002, 2003 and 2004, the
Companys operating expenses were $4.471 million, $4.545 million, and
$5.029 million, respectively. The additional operating expenses in 2004 were in
general and administrative expenses and resulted mainly from increased legal
expenses associated with litigation with a former employee.

For
the years ended December 31, 2002, 2003 and 2004, the Companys operations
generated positive cash flows in the amount of $547 thousand, $24 thousand and
$256 thousand, respectively. For 2005, the Company believes that its cash flows
from the sale of SafeTrace and SafeTrace Tx to new customers, the current
backlog of existing business, and any sales of equity will be sufficient to fund
its operations through the remainder of fiscal year 2005. If the Company is
unable to meet its sales projections and the resultant projected cash flows
anticipated from those transactions or raise money through additional debt or
equity offerings, the Company may be required to significantly reduce planned as
well as existing levels of expenditures for all cost categories which includes,
cost of sales, sales and marketing, research and development, and general and
administrative. If the Company substantially reduces its planned or the existing
levels of expenditures, this could significantly impact the Companys
future viability in the blood bank software market.

Management
of the Company is focused on increasing its revenues and cash flows through
direct sales efforts, increasing its marketing footprint through adding
additional channel partners and strategic alliances, and developing new products
and enhanced functionality to its existing product mix to make them more
attractive to potential customers.

For
the year ended December 31, 2004, the Company generated sales in the form of
sold software license and implementation fees of approximately $5.8 million. Of
the $5.8 million in sales, approximately $1.64 million was recognized into
revenues and the remaining $4.16 million as December 31, 2004, became part of
the Companys backlog of business. The Company expects to recognize the
vast majority of the unrecognized software license and implementation fees over
a period of approximately 12 months from December 31, 2004. Of the $5.8 million
sales value for the year ended December 31, 2004, approximately $892 thousand
relates to contracts that are billed on an hourly basis for certain services.
Therefore, the $892 thousand portion of the sales values could vary materially
from the values provided above.

The
Company billed out over $8.1 million to our customers during the year. Our cash
inflows from operations for the year were over $7.98 million. In addition, the
Companys revenues were increasing at a double-digit rate in the third and
fourth quarters of 2004 when compared with the preceding quarter. For the three
months ended September 30, 2004, revenues increased 22.9% from the second
quarter of 2004, and revenues for the fourth quarter ended December 31, 2004
increased 24.9% from the third quarter of 2004.

17

---

On
October 8, 2004, the Company entered into a common stock purchase agreement
(Purchase Agreement) with Fusion Capital Fund II, LLC (Fusion
Capital), a Chicago based institutional investor, whereby Fusion Capital
has agreed to purchase up to $8.0 million of common stock over a 32-month
period. Specifically, after the Securities & Exchange Commission has
declared effective a registration statement, each month Global Med has the right
to sell to Fusion Capital $12,500 of its common stock, per trading day, at a
purchase price based upon the market price of Global Meds common stock on
the date of each sale without any fixed discount to the market price. The
Purchase Agreement with Fusion Capital allows the Company to increase the amount
of Fusions purchase of common stock beyond the $12.5 thousand amount under
certain circumstances. For each $0.10 increase in the price of the
Companys common stock over $0.75, the Company will have the right, but not
obligation, to increase the amount purchased by Fusion Capital by $2.5 thousand
per day. The price of a share of Global Meds common stock was $1.95 on
March 1, 2005. Assuming the Company invoked its right to increase the daily
amount of stock purchased by Fusion Capital to the maximum level, Fusion capital
would be purchasing approximately $850 thousand worth of common stock per month,
assuming twenty (20) trading days per month. At the Companys sole option,
Fusion Capital can be required to purchase lesser or greater amounts of common
stock, within certain ranges, each month up to $8.0 million in the aggregate.
The Company has the right to control the timing and the amount of stock sold to
Fusion Capital. Global Med also has the right to terminate the agreement at any
time without any additional cost. Fusion Capital has agreed not to engage in any
direct or indirect short selling or hedging of the common stock in any manner
whatsoever. The Company filed a registration statement on Form S-1 on December
6, 2004 to register common shares for sale to Fusion Capital Fund II, LLC
(Fusion Capital). The Form S-1 filed on December 6, 2004 is not yet
effective. The Company plans on using the first $4 million in proceeds from
Fusion Capital to redeem the Companys $3.5 million in Series AA
Convertible Redeemable Preferred Stock and payoff the outstanding $529 thousand
in related party debt. Assuming the Companys stock price remains at $1.95
per share, the Company believes it would be able to redeem its outstanding
Series AA Preferred Stock and pay off the outstanding debt within approximately
5 months of the common shares being registered and sold under the terms of
Purchase Agreement.

Balance
Sheet Changes

As of
December 31, 2003 and 2004, certain balance sheet account changes were
significant. For example, net accounts receivable increased $445 thousand mainly
as a result of billings during the year that resulted from increased sales
activity. In addition, deferred revenue balance increased by $1.396 million from
December 31, 2003 to December 31, 2004. The increases in deferred revenue were
primarily due to additional billings during the year that resulted from
increased sales activity. In addition, the increases were associated with the
deferral of software license fee revenue associated with certain contracts due
to the fact that the software required additional customization.

YEAR ENDED
DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

RESULTS OF
OPERATIONS

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

Revenues
increased  $370  thousand,  or 5.7% to $6.884  million for the year ended  December 31,
2004  compared to  $6.514  million  for the year ended  December  31,  2003.  The
increase in revenues  was due  primarily  to a $571  thousand  increase in license fees,
a $428  thousand  increase in usage fees,  partially  offset by a $292 thousand  decrease
in  PeopleMed  revenues.  Of the $292  thousand  decrease in  PeopleMed  revenues,  $300
thousand of the  decrease  related to the loss of revenues from a significant  customer
when they terminated their agreement for the  Company to provide  services to them in
December 2002.  During 2003,  PeopleMed  recognized  $300 thousand from the  provisions
of the  termination  agreement.  Revenues from  implementation  and consulting  services
decreased $337  thousand for the year ended  December 31, 2004  compared with the year
ended  December 31, 2003.  This decrease was  primarily  the  result  of $500  thousand
in  revenues  being  recognized  in  during  2003 as part of a  non-cash  settlement
agreement  between the Company and one of its marketing  partners whereby the Company was
released from  its obligation to perform additional  services in accordance with the
terms of prior agreements.  See Note 1 in the  consolidated financial statements for
further discussion.

Cost of
Revenues. Cost of revenues increased $165 thousand, or 7.3%, to $2.437
million for the year ended December 31, 2004, from $2.272 million for the year
ended December 31, 2003. The increase was consistent with the increase in
revenues.

18

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The
overall gross profit as a percentage of revenues was 64.6% and 65.1% for the
years ended December 31, 2004 and 2003, respectively. The margins for 2003 were
higher due to certain non-cash and non-recurring transactions as more fully
discussed in note 1 to the financial statements.

General
and Administrative. General and administrative expenses increased $377
thousand, or 18.3%, to $2.434 million for the year ended December 31, 2004
compared to $2.057 million for the year ended December 31, 2003. The increase in
general and administrative expenses was primarily due to an increase in legal
expenses of $127 thousand, primarily associated with the costs of the
Companys litigation with a former employee, an increase of $56 thousand
associated with certain consulting activities, an increase in labor-related
expenses of $43 thousand, and an increase of $39 thousand in accounting related
costs, when comparing 2004 with 2003.

Sales
and Marketing. Sales and marketing expenses increased 10.7% to $1.597
million for the year ended December 31, 2004 from $1.442 million for the years
ended December 31, 2003. The increase is primarily due to the increased level of
sales activity during 2004 that resulted in combined internal and external
commission expense increasing by $191 thousand when comparing 2004 with 2003.

Research
and Development. Research and development expenses increased by $243
thousand, or 40.8%, to $838 thousand for the year ended December 31, 2003 from
$595 thousand for the year ended December 31, 2003. Research and development
costs increased during the year ended December 31, 2004 primarily as a result of
a $106 thousand increase in labor-related costs and a $91 thousand increase in
consulting expenses for the year ended December 31, 2004 when compared with
2003.

Depreciation
and Software Amortization.Depreciation and software amortization costs
decreased by $291 thousand to $160 thousand from $451 thousand for the periods
ended December 31, 2004 and 2003, respectively. The primary reason for the
decrease was due to the $307 thousand decrease in software amortization costs
for 2004 when compared to 2003. This decrease is the result of the capitalized
development costs for SafeTrace Tx being fully amortized as of June 2003.

Interest
Income. Interest income decreased $35 thousand to $51 thousand in 2004 from
$86 thousand in 2003. The primarily reason for the increase was due to the
removal of a valuation reserve in 2003 related to interest income that resulted
in the Company recognizing $81 thousand in interest on the an outstanding note
receivable in 2003 and $48 thousand in 2004.

Interest
Expense. Interest expense decreased $299 thousand to $235 thousand for the
year ended December 31, 2004 from $534 thousand for the year ended December 31,
2003. The decrease in interest expense was mainly due to the decrease in debt
related to the conversion of $3.5 million of the $4.029 million in related party
debt into convertible Preferred Stock Series AA. This occurred on April 14,
2004.

Financing
Costs. For the years ended December 31, 2004 and 2003, the Company
recognized $0 and $127 thousand, respectively, in financing costs expenses
associated with certain financing agreements and the issuance of warrants to
eBanker. The decrease in financing costs was due to amortization costs
associated with the warrants issued July 1, 2001 related to the Financing
Agreement with eBanker being completed in June of 2003.

Net
Loss. The Companys net loss during 2004 as compared to 2003 decreased
$112 thousand. The decrease in the net loss is primarily associated with the
increase in revenues, offset by higher operating expenses, and lower interest
and financing costs.

19

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YEAR ENDED
DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

RESULTS OF
OPERATIONS

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

Revenues
decreased  $113  thousand,  or 1.7% to $6.514  million for the year ended  December 31,
2003  compared to  $6.627  million  for the year ended  December  31,  2002.  The change
in  revenues  was  primarily  due to the $616  thousand  decrease in PeopleMed  revenues,
$522  thousand of the decrease  related to the loss of revenues  from a  significant
customer when they terminated  their agreement for the Company to provide services to
them in December  2002.  During  2003 and  2002,  PeopleMed  recognized  $300  thousand
and $500  thousand,  respectively,  from the  provisions of the  termination  agreement.
Revenues from  implementation  and consulting  services  decreased $249  thousand for the
year ended  December 31, 2003 compared to the year ended  December 31, 2002.  The
decrease in 2003  was  primarily  attributable  to a decrease  in  implementation
revenues.  This  decrease  was the result of fewer  SafeTrace Tx customers  being
implemented in 2003 compared with 2002 and  implementations  being  extended  beyond
their originally  projected  completion date. The decrease in implementation and
consulting  revenues was partially  offset by $500 thousand  related to a non-cash
settlement  agreement  between the Company and one of its marketing  partners  whereby
the Company was released from its obligation to perform  additional  services in
accordance  with  the terms of prior agreements.  See Note 1 in the consolidated
financial  statements for further  discussion.  The  decrease in  revenues  were
partially  offset by a $511  thousand  increase  in license  fees and a $241  thousand
increase in usage fees. Of the $511 thousand  increase in software  license fees, $388
thousand related to non-cash  consideration  in the  form of a  reduction  of
liabilities  the  Company  owed to a  customer.  See Note 1 of the  consolidated
financial statements for further discussion.

Cost of
Revenues.   Cost of revenues increased $132 thousand or 6.2% to $2.272 million for for the
year ended  December 31, 2003, from $2.140 million for the year ended December 31, 2002.
The increase was primarily  associated with an increase in labor-related costs during
2003 when compared with 2002.

The
overall gross profit as a percentage of revenues was 65.1% and 67.7% for the
years ended December 31, 2003 and 2002, respectively.

General
and Administrative. General and administrative expenses increased $112
thousand, or 5.7%, to $2.057 million for the year ended December 31, 2003
compared to $1.945 million for the year ended December 31, 2002. The increase in
general and administrative expenses was primarily due to an increase in wages of
$89 thousand, an increase in consulting services of $45 thousand, offset by a
reduction in bad debt expense of $59 thousand, when comparing 2003 with 2002.

Sales
and Marketing. Sales and marketing expenses were $1.442 million and $1.426
million for the years ended December 31, 2003 and 2002, respectively.

Research
and Development. Research and development expenses increased $130 thousand,
or 28.0%, to $595 thousand for the year ended December 31, 2003 from $465
thousand for the year ended December 31, 2002. Research and development costs
increased during the year ended December 31, 2003 primarily as a result of a
reduction of $104 thousand in development-related costs as a result of lower
levels of software capitalization on PeopleMeds products during 2003 when
compared with 2002.

20

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Depreciation
and Software Amortization.The decrease in depreciation and software
amortization was primarily due the decrease in software amortization costs of
$135 thousand to $344 thousand for the year ended December 31, 2003 when
compared with $481 thousand for the comparable period in 2002. The primary
reason for the decrease is due to the fact the Company had fully amortized the
software development costs associated with SafeTrace Tx in June of 2003. The
reduction in SafeTrace Tx amortization costs during 2003 was partially offset by
an increase due to a one-time charge of $77 thousand associated with certain
PeopleMed-related development protocols.

Interest
Income. Interest income increased $71 thousand to $86 thousand in 2003 from $15 thousand
in 2002.

Interest
Expense. Interest expense increased $53 thousand to $534 thousand for the
year ended December 31, 2003 from $481 thousand for the year ended December 31,
2002. The increase in interest expense was mainly due to the increase in the
interest rate on the Companys related party $3.829 million debt from 12%
to 15% per year effective July 1, 2003.

Financing
Costs. For the years ended December 31, 2003 and 2002, the Company
recognized $127 thousand and $255 thousand, respectively, in financing costs
expenses associated with certain financing agreements and the issuance of
warrants to eBanker. The decrease in financing costs was due to amortization
costs associated with the warrants issued July 1, 2001 related to the Financing
Agreement with eBanker being completed in June of 2003.

Net
Loss. The Companys net loss during 2003 as compared to 2002 increased
$173 thousand. The net loss includes the recognition of a total of $127 thousand
and $255 thousand of financing costs to a related party during the year ended
December 31, 2003 and 2002, respectively.

Quarterly
Results of Operations

The
following table sets forth certain unaudited quarterly results of operations for
each of the quarters in the years ended December 31, 2004 and 2003. In
managements opinion, this unaudited information has been prepared on the
same basis as the audited consolidated financial statements and includes all
adjustments necessary for a fair presentation of the information for the
quarters presented, when read in conjunction with the Companys
Consolidated Financial Statements and Notes thereto, included elsewhere in this
Form 10-K. During the year and three months ended December 31, 2004, the Company
received $265 thousand in cash and recognized $145 thousand into revenues as a
result of a termination agreement with a customer. The remaining $120 thousand
reduced certain general and administrative expenses for the three months and
year ended December 31, 2004. During the three months ended March 31 and June
30, 2003, the Company recognized $150 thousand in each of these quarters related
to a termination fee associated with a significant PeopleMed customer. During
the three months ended June 30, 2003, the Company recognized $388 thousand
related to non-cash consideration in the form of a reduction of liabilities that
the Company owed to a customer. In addition, during the three months ended June
30, 2003, the Company recognized $500 thousand related to non-cash settlements
from one of its marketing partners whereby the Company was released from its
obligation to perform services in accordance with the terms of prior agreements.
See Note 1 of the consolidated financial statements for further discussion of
these non-cash transactions. During the three months ended June 30, 2003, the
Company had fully amortized the outstanding capitalized software development
costs for SafeTrace Tx. During the three months ended December 31, 2003, the
Company wrote down approximately $77 thousand in costs associated with
capitalized software development for certain PeopleMed products. These costs
related to the underlying protocols that could be used in PeopleMeds
software. The protocols were received in January of 2002 and as of December 31,
2003 had not been used incorporated into PeopleMeds software, and the
Company has no current plans to do so. This expense was included in software
amortization during 2003.

21

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Included
in the results for the three months ended December 31, 2003, the Company
recognized $81 thousand in interest in income from an outstanding note
receivable. Prior to this period, effectively, the Company had a valuation
allowance against the accrued interest. Of the $81 thousand in interest income,
$69 thousand related to prior periods. The Company reversed this valuation
allowance based on improvements in the financial status of the party to the note
receivable. See the RELATED PARTIES of Note 1 of the consolidated
financial statements for further discussion.

# (In
thousands, except share and per share information)

|                                          | Quarters Ended |             |   |          
|----------------------------------------- | -------------- | ----------- | - | ---------
|
|Revenues                                  |                | $   2,277   |   | $   1,794
|Cost of revenues                          |                | 666         |   | 587      
|                                          |                |             |   |          
|Gross profit                              |                | 1,611       |   | 1,207    
|                                          |                |             |   |          
|Operating expenses:                       |               
|General and administrative                |                | 606         |   | 644      
|Sales and marketing                       |                | 526         |   | 377      
|Research and development                  |                | 269         |   | 236      
|Depreciation and software amortization    |                | 46          |   | 41       
|                                          |                |             |   |          
|Total operating expenses:                 |                | 1,447       |   | 1,298    
|                                          |                |             |   |          
|Income (loss) from operations             |                | 164         |   | (91      
|Interest income                           |                | 13          |   | 13       
|Interest expense, including related Party |                | (24         | ) | (21      
|                                          |                |             |   |          
|Income (loss) before income taxes         |                | $      153  |   | $     (99
|Provision for income taxes                |                | --          |   | --       
|                                          |                |             |   |          
|Net income (loss)                         |                | $      153  |   | $     (99
|Preferred dividends, related party        |                | (131        | ) | (159     
|                                          |                |             |   |          
|Net income attributable to common         |               
|shareholders                              |                | $        22 |   | $    (258
|                                          |                |             |   |          
|                                          |                |             |   |          
|                                          |                |             |   |          
|Basic and Diluted loss per common share   |                | $     0.00  |   | $  (0.01 
|                                          |                |             |   |          
|                                          |                |             |   |          
|Weighted average number of common shares  |               
|outstanding:                              |               
|Basic                                     |                | 26,773      |   | 26,116   
|                                          |                |             |   |          
|                                          |                |             |   |          
|Diluted                                   |                | 35,029      |   | 26,116   
|                                          |                |             |   |          
|                                          |                |             |   |          

22

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# (In
thousands, except share and per share information)

|                                         | Quarters Ended |           |   |          
|---------------------------------------- | -------------- | --------- | - | ---------
|
|Revenues                                 |                | $  1,417  |   | $  1,279 
|Cost of revenues                         |                | 589       |   | 540      
|                                         |                |           |   |          
|Gross profit                             |                | 828       |   | 739      
|                                         |                |           |   |          
|Operating expenses:                      |               
|General and administrative               |                | 548       |   | 525      
|Sales and marketing                      |                | 400       |   | 342      
|Research and development                 |                | 166       |   | 150      
|Depreciation and software                |                | 122       |   | 40       
|amortization                             |               
|                                         |                |           |   |          
|Total operating expenses:                |                | 1,236     |   | 1,057    
|                                         |                |           |   |          
|Income (loss) from operations            |                | (408      | ) | (318     
|Interest income                          |                | 82        |   | --       
|Interest expense, including related      |                | (151      | ) | (150     
|Party                                    |               
|Financing costs to related party         |                | --        |   | --       
|                                         |                |           |   |          
|Income (loss) before income taxes        |                | $    (477 | ) | $    (468
|Provision for income taxes               |                | --        |   | --       
|                                         |                |           |   |          
|Net income (loss)                        |                | $    (477 | ) | $    (468
|                                         |                |           |   |          
|                                         |                |           |   |          
|Weighted average shares number of common |               
|shares outstanding:                      |               
|Basic                                    |                | 24,545    |   | 24,545   
|                                         |                |           |   |          
|                                         |                |           |   |          
|Diluted                                  |                | 24,545    |   | 24,545   
|                                         |                |           |   |          
|                                         |                |           |   |          
|Net income (loss) per share-basic and    |               
|Diluted                                  |                | $  (0.02  | ) | $  (0.02 
|                                         |                |           |   |          
|                                         |                |           |   |          

CRITICAL
ACCOUNTING POLICIES AND ESTIMATES

Managements
Discussion and Analysis of Financial Condition and Results of Operations is
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets
and liabilities. Management bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

A
critical accounting policy is one that is both important to the portrayal of the
Companys financial condition or results of operations and requires
significant judgment or a complex estimation process. The Company believes the
following fit that definition:

23

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Revenue
Recognition

The
Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants Statement of Position (SOP) No. 97-2,
Software Revenue Recognition. The Companys standard software
license agreement for the Companys products provides for an initial fee to
use the product in perpetuity up to a maximum number of users. Fees from
software licenses are recognized as revenue upon shipment, provided fees are
fixed and determinable and collection is probable. Fees from licenses sold
together with consulting services are generally recognized upon shipment
provided that the above criteria have been met, payment of the license fees is
not dependent upon the performance of the consulting services and the consulting
services are not essential to the functionality of the licensed software. In
instances in which the consulting services are not essential to the
functionality of the software but payment of the license fee is due at the
earlier of the performance of specific consulting services or the passage of
time, the license fee is recognized ratably over the anticipated period of
performance of the services or ratably over the license fee billing period,
whichever is more readily determinable. If the consulting services are essential
to the functionality of the product or any portion of the payment of the license
fee is contingent solely upon the performance of consulting services, license
fees are recognized ratably over the anticipated period of performance of the
consulting services.

For
arrangements with multiple elements, we allocate revenue to each element of a
transaction based upon its fair value as determined by vendor specific
objective evidence. Vendor specific objective evidence of fair value for
all elements of an arrangement is based upon the normal pricing and discounting
practices for those products and services when sold separately and for software
license updates and product support services, and is additionally measured by
the renewal rate offered to the customer. We may modify our pricing practices in
the future, which could result in changes in our vendor specific objective
evidence of fair value for these undelivered elements. As a result, our future
revenue recognition for multi-element arrangements could differ significantly
from our historical results.

If an
arrangement does not qualify for separate accounting of the software license and
consulting transactions, then new software license revenue is generally
recognized together with the consulting services based on contract accounting
using the percentage-of-completion method. Contract accounting is generally
applied to arrangements when services include significant modification or
customization of the software. Progress towards completion is generally measured
based on hours incurred versus projected total hours.

Certain
of the Companys contracts include warranties that provide for refunds of
all or a portion of the software license and or other fees in the event that the
Company is unable to provide maintenance services, for which there is a separate
fee, for the contractually prescribed period. Contracts with these provisions
are accounted for in accordance with the policies above.

Some
of the Companys contracts with customers require significant customization
of the software or have services that are essential to the functionality of the
software. The Company recognizes revenues from these contracts over the period
the services are performed, in accordance with AICPA Statement of Position 97-2,
Software Revenue Recognition.

The
Company provides consulting services that include implementation, training and
the performance of other services to its customers. Revenue from such services
is generally recognized ratably over the period during which the applicable
service is to be performed.

Support
agreements generally call for the Company to provide technical support and
software updates, on a when-and-if-available basis to customers.
Revenue on technical support and software update rights is recognized ratably
over the term of the support agreement.

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

PeopleMed
has contracts that include fixed fee and per-member fees. The Company recognizes
revenues from these contracts as services are provided.

24

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Note
Receivable Collectibility

The
Company had outstanding notes receivable in the amount of $400 thousand and
accrued interest receivable of approximately $129 thousand outstanding as of
December 31, 2004. The Company lent money to the party to the notes receivable
from 2001 to 2003. Consistent with the terms of the notes receivable, the
Company has received no interest or principal payments and all accrued and
unpaid interest and principal are due at various dates during 2006. The factors
the Company considered in determining the collectibility of the notes receivable
are as follows:

|1. |  | Continued
improvements  in the party to the notes  receivable  financial  status from December 31,
2003 to December 31, 2004,
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

|2. |  | The
Parties financial status as of December 31, 2004, and
|-- |  | ---------------------------------------------------------

|3. |  | The
Parties current and projected funding sources through the due date of the notes
receivable.
|-- |  | -----------------------------------------------------------------------------------------------

All of
the information above was unaudited and supplied by the party to the notes
receivable. Based on the Companys review of the information provided, the
Company does not believe the outstanding notes receivable or the accrued
interest are impaired as of December 31, 2004. If the party to the note
receivable is unable to pay the note receivable or defaults on a material
portion of payment of the note receivable, this could have material impact on
the Companys financials statements for the period in which the default or
impairment is recognized.

Prior
to the fourth quarter of 2003, the Company had a valuation allowance on all of
the interest income associated with the note receivable discussed above.
Although the financial status of the entity that was lent the $400 thousand
notes receivable did not warrant a reserve for the principal amount of the notes
receivable because the Company believed no impairment existed, no interest
income was recognized prior to the fourth quarter of 2003. Subsequent to the
year ended December 31, 2003, the Company, which prior to this had not received
any monies from the entity to whom the note receivable was lent, received $42
thousand for services to be performed. Based on the improvements in the entities
financial status and the receipt of monies from the entity, the Company
effectively removed the valuation allowance from the interest income on the note
receivable. Of the $81 thousand in interest income recognized in 2003, $27
thousand and $7 thousand related to interest income for the years ended December
31, 2002 and 2001, respectively.

Income
Tax Valuation Allowance

On an
annual basis, the management of the Company evaluates the realizability of the
net deferred tax assets and assesses the need for a valuation allowance. In
assessing the realizability of deferred tax assets, management concluded that it
is not 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 full valuation allowance for deferred
taxes due to the uncertainty that the deferred tax assets will be utilized.

LIQUIDITY
AND CAPITAL RESOURCES

The
Company had cash and cash equivalents of $1.633 million and $983 thousand as of
December 31, 2004 and 2003, respectively. Additionally, the Company had a net
working capital deficit of $1.452 million and $1.574 million as of December 31,
2004 and 2003, respectively.

As of
December 31, 2004, the Companys $529 thousand in related party financing
was considered long-term debt. On April 14, 2004, GMIL and Global Med entered
into an agreement to convert $3.5 million of the related party financing into
preferred stock. This preferred stock is redeemable at the holders option
at any time after March 1, 2006 and mandatorily convertible on March 1, 2009.
The remaining $529 thousand in related party financing is due and payable on
March 1, 2006. As part of the November 19, 2000 Loan Agreement, there exists a
personal guarantee of Dr. Michael I. Ruxin, up to $650 thousand plus pro rata
accrued interest. The personal guarantee is limited to certain of Dr.
Ruxins assets and remains in full force and effect. The guarantee is
limited by the Remaining Debt only. In consideration for the extension, Global
Med agreed to pay GMCAL a fee of $287 thousand which includes the extension fee
and all interest due for the period from July 1, 2003 to January 1, 2004. As of
the date of this agreement, Global Med had paid the $287 thousand extension fee.

25

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On
April 14, 2004, the Company restructured its outstanding financing agreements
with GMIL into debt and preferred stock. The terms of the debt and preferred
stock require cash interest and dividend payments to be made on the following
dates: March 1, June 1, September 1, and December 1. During 2005, the Company
will be required to make interest payments of approximately $20 thousand March
1, June 1, September 1, and December 1, on each of the dates noted above. In
addition, the Company will be required to make base dividend payments of
approximately $184 thousand March 1, June 1, September 1, and December 1 as well
as certain additional dividends payments related to 2004 that are expected to
remain unpaid as of the end of that year. In the event that the Company is
unable to make the mandatory dividend payments in a timely manner, the Company,
at GMILs option, can pay for the dividends in common stock or preferred
stock of the Company. Based on the Companys projected cash flows for 2005,
the payment of mandatory dividends represent a material use of available
operating cash. If sufficient cash flows do not materialize, the Company may be
required to reduce planned expenditures for sales and marketing and research and
development. See Notes 2 and Note 11 of the consolidated financial statements
for further discussion related to the debt and preferred stock.

The
Company may require additional external financing through additional debt or
equity in order to pay off the debt due in March of 2006 or the preferred stock
if it is called by the holder in 2006.

It is
expected that cash flows from the Companys existing customer base, new
sales, sales of common stock and the Companys current assets, including
cash and accounts receivable, will be sufficient to fund the Companys
liquidity and capital requirements for the next twelve months excluding
acquisitions or major new product development initiatives. Management
anticipates that the cash, accounts receivable balances, recurring revenues,
proceeds from the sale of common stock, and any future financing activities will
be used to fund the Companys anticipated research and development costs,
sales and marketing efforts during the remainder of 2005 and for general working
capital purposes. The Company continues to pursue financing alternatives through
the issuance of additional equity or debt.

Net
cash provided by operating activities was $256 thousand, $24 thousand, and $547
thousand during 2004, 2003 and 2002. The cash provided by operations of $256
thousand during 2004 consisted primarily of the net loss of $766 thousand,
offset by non-cash charges of $179 thousand and changes in operating assets and
liabilities of $843 thousand. During the years ended 2004, 2003, and 2002, the
Company received $265 thousand, $350 thousand, and $450 thousand, respectively,
in cash proceeds related to the termination of contracts with significant
customers. See Note 1 of the consolidated financial statements for further
discussion. During the years ended 2004 and 2003, the Company made cash interest
payments of $259 thousand and $200 thousand to its parent Company. No related
party interest payments were made during the year ended 2002.

Net cash
used by investing activities was $77 thousand, and $48 thousand, and $458
thousand during 2004, 2003 and 2002, respectively. The Company invested $0, $19
thousand, and $122 thousand in capitalized software development during 2004,
2003, and 2002 respectively. For 2002, the Company provided $290 thousand
to fund notes receivable to a related party. During 2003, the
Company provided $30 thousand to this same entity that was no longer a related
party.

The
Companys financing activities provided $471 thousand in 2004. There were
no financing related activities during 2003 that provided or used cash. Net cash
provided by financing activities was $241 during 2002. As of December 31, 2004,
the Company had the following contractual obligations or unrecorded obligations:

# Contractual
Obligations
Expected
Maturity Dates ($000s)

---

|                        | 2005 | 2006  | 2007 | 2008  | 2009
|----------------------- | ---- | ----- | ---- | ----- | ----
|Related party financing |      | --    |      | $529  |     
|Preferred Stock         |      | --    |      | *     |     
|Operating leases        |      | $207  |      | $  97 |     
|Capital leases  **      |      | $  26 |      | $  26 |     

26

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* The
Preferred Stock is callable by the holder on March 1, 2006 and mandatorily
redeemable on March 1, 2009. As of December 31, 2003, the Preferred stock was
classified as INDEBTEDNESS DUE IN 2004, REFINANCED AS PREFERRED STOCK IN
2004, RELATED PARTY in the consolidated financial statements because the
outstanding debt was not converted to preferred stock until April 14, 2004. See
Note 6 to the consolidated financial statements for further discussion. The
related party financing is due and payable on March 1, 2006 and may not be
repaid as long as the Series AA Preferred Stock is outstanding.

**
Includes interest payments of $33 thousand.

The
following table represents the projected cash outlays for interest and preferred
dividends assuming the current levels of debt and preferred stock remain
outstanding to maturity.

|                                 | Interest and Dividends ($000s) |          |  |       | 
|-------------------------------- | ------------------------------ | -------- |  | ----- | 
|
|Related party financing interest |                                | $     79 |  | $  20 | 
|Preferred Dividends              |                                | 971      |  | 735   | 
|                                 |                                |          |  |       | 
|                                 |                                | $1,050   |  | $755  | 
|                                 |                                |          |  |       | 
|                                 |                                |          |  |       | 

For
2005, the Company will be required to pay approximately $243 thousand in unpaid
dividends accrued during 2004. As a result of the deferral of certain dividend
payments, the Company will be required to pay a financing fee in the amount of
approximately $26 thousand in 2005. This amount is reflected in the schedule
above. See Note 6 of the consolidated financial statements for further
discussion of preferred stock.

IMPACT
OF INFLATION

Although
it is difficult to predict the impact of inflation on our costs and revenues in
connection with our products, we do not anticipate that inflation will
materially impact our costs of operation or the profitability of our products
when marketed.

RECENTLY
ISSUED FINANCIAL ACCOUNTING STANDARDS

In
December 2004 the FASB issued revised SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS No. 123R), which replaces SFAS
No. 123, Accounting for Stock-Based Compensation, (SFAS
123) and supercedes APB Opinion No. 25, Accounting for Stock Issued
to Employees. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values beginning with the first interim or annual
period after June 15, 2005, with early adoption encouraged. The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement recognition. Global Med is currently required to adopt
SFAS 123R in the third quarter of fiscal 2005, beginning July 1, 2005. Under
SFAS 123R, Global Med must determine the appropriate fair value model to be used
for valuing share-based payments, the amortization method for compensation cost
and the transition method to be used at date of adoption. The transition methods
include prospective and retroactive adoption options. Under the retroactive
option, prior periods may be restated either as of the beginning of the year of
adoption or for all periods presented. The prospective method requires that
compensation expense be recorded for all unvested stock options and restricted
stock at the beginning of the first quarter of adoption of SFAS 123R, while the
retroactive methods would record compensation expense for all unvested stock
options and restricted stock beginning with the first period restated. The
Global Med is evaluating the requirements of SFAS 123R and expects that the
adoption of SFAS 123R will have a material impact on the Companys
consolidated results of operations and earnings per share. Global Med has not
yet determined the method of adoption or the effect of adopting SFAS 123R, and
it has not determined whether the adoption will result in amounts that are
similar to the current pro forma disclosures under SFAS 123.

27

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In December
2004 the FASB issued SFAS No. 153  Exchanges of  Nonmonetary  Assets - An Amendment
of APB Opinion No.  29. SFAS No. 153 amends APB Opinion  No. 29 to  eliminate  the
exception  for  nonmonetary  exchanges  of similar  productive  assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial  substance.  SFAS No. 153 is to be applied  prospectively for nonmonetary
exchanges occurring in fiscal  periods  beginning  after June 15, 2005. Our adoption of
SFAS No. 153 is not expected to have a material  impact on  our financial position or
results of operations.

ITEM 7A.   
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market
risk as it relates to Global Med generally represents the risk of loss that may
result from the potential change in the value of a financial instrument as a
result of fluctuations in interest rates. Global Med is exposed to interest rate
risk in its notes payable. Interest rate risk results when the market rate of
the debt instruments decreases for notes payable. All of the Companys
outstanding debt is with related parties. The Company attempts to reduce
interest rate risk by negotiating terms on its debt with these related parties
that are consistent with current market rates. As a result of Global Meds
relationship with its parent companies and subsidiaries, the terms of the
financing agreement may not be indicative of those that would have resulted if
Global Med were unaffiliated with these entities.

Sensitivity
analyses were performed to determine how market rate changes would affect the
fair value of our debt. Such an analysis is inherently limited in that it
represents a singular, hypothetical set of assumptions. Actual market movements
may vary significantly from our assumptions. A one-percentage point change in
interest rates on our debt as of December 31, 2004 would change our annual
pre-tax income annual results by approximately $38 thousand. The stated interest
rate on the Company debt was 15%. Hypothetically, if the interest rate on this
debt were subject to fluctuations with the market and the market interest rate
was 16%, Global Meds pre-tax income would decrease approximately $5
thousand per year. Conversely, if Global Meds debt were subject to market
fluctuations and the market interest rate was 14%, the Companys pre-tax
income would increase approximately $5 thousand. In addition, each subsequent
increase or decrease in the interest rate of 1% would change pre-tax income by
an additional $38 thousand.

ITEM 8.   
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

The
Financial Statements that constitute Item 8 are attached at the end of this
Annual Report on Form 10-K. See ITEM 7 for supplemental data related to
quarterly financial statements for the past two years.

All
other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted

ITEM 9.   
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM
9A.  CONTROLS AND PROCEDURES

(A)   
Evaluation Of Disclosure Controls And Procedures

As of
the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the
Companys Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures. The Companys disclosure controls and procedures
are designed to provide a reasonable level of assurance of achieving the
Companys disclosure control objectives. The Companys Principal
Executive Officer and Principal Accounting Officer have concluded that the
Companys disclosure controls and procedures are, in fact, effective at
this reasonable assurance level as of the period covered.

28

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(B)   
Changes In Internal Controls Over Financial Reporting.

In
connection with the evaluation of the Companys internal controls during
the Companys last fiscal quarter, the Companys Principal Executive
Officer and Principal Financial Officer have determined that there are no
changes to the Companys internal controls over financial reporting that
has materially affected, or is reasonably likely to materially effect, the
Companys internal controls over financial reporting.

(C)   Internal
Controls Over Financial Reporting.

As a result of
Section 404 of the Sarbanes-Oxley Act of 2002 and the rules issued hereunder, we will be
required  to include in our Annual Report on Form 10-K for the year ending December 31,
2006 a report on managements  assessment of the effectiveness of our internal
controls over financial reporting. Our independent registered  public accounting firm,
Ehrhardt Keefe Steiner & Hottman PC (EKS&H), will also be required to
attest to and  report on managements assessment. The Company has not begun the
necessary compliance work related to Section  404, and as a result we have not yet
evaluated or tested our compliance with this Section. Although we believe  that the
controls and procedures that were in place for the year ended December 31, 2004 provide
reasonable  assurance the Companys control objectives are being met, neither we nor
our auditors have confirmed this  objective as will be required under Section 404. As a
result, there is the possibility that material deficiencies  as defined in Section 404
could exist.

# PART
III

ITEM 10.   
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; 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.

|Name                  | Age | Position | Officer orDirector Since
|--------------------- | --- | -------- | ------------------------
|Michael I. Ruxin, M.D |     | 59       |                         
|                      |     |          |                         
|                      |     |          |                         
|                      |     |          |                         
|Fai H. Chan           |     | 60       |                         
|Robert H. Trapp       |     | 49       |                         
|Kwok Jen Fong         |     | 55       |                         
|Gary L. Cook          |     | 47       |                         
|                      |     |          |                         
|                      |     |          |                         
|                      |     |          |                         
|Gerald F. Willman, Jr |     | 47       |                         
|                      |     |          |                         
|                      |     |          |                         
|                      |     |          |                         
|                      |     |          |                         
|Tony T.W. Chan        |     | 30       |                         
|Thomas F. Marcinek    |     | 51       |                         
|                      |     |          |                         
|David T. Chen         |     | 69       |                         

China Credit
has appointed five of the eight members of the Board of Directors of Global Med. The
directors  appointed by China Credit are Fai H. Chan, Kwok Jen Fong, Robert H. Trapp,
Tony T. W. Chan, and Gary L. Cook. Fai  H. Chan, Kwok Jen Fong and Tony T.W. Chan are
also directors of China Credit.

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

29

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

Michael I.
Ruxin, M.D.,the founder of Global Med, has been an officer and director of Global
Med since its incorporation in 1989 and is currently the Chairman and Chief Executive
Officer of Global Med. 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. Chanhas been a Director of Global Med since May 1998. From
1997-2002, he was a director and from 1998-2002 he was Chairman of the Board of
Directors and President of eVision. Mr. Chan is the Managing Chairman of China
Credit and has been a Director of China Credit since September 2, 1992. Mr. Chan
was elected Managing Director of China Credit on May 1, 1995 and Chairman on
June 3, 1995. Mr. Chans title in China Credit changed to Managing Chairman
on August 25, 2003. China Credits primary business activities include
investment holdings, securities investment, financing, issuance of credit cards
and discount cards. Mr. Chan has been the Chairman of the Board of Directors of
American Pacific Bank since 1988 and Executive Officer thereof between April
1991 and April 1993.

Robert
H. Trapp has been a Director of Global Med since May 1998. He has
been a Director of eVision since December 1997 and the Managing Director since
February 1998. Mr. Trapp was a Director of China Credit from May 1995 to May
2001; 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, Powers 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 Fonghas been a Director of Global Med since May 1998. Mr. Fong has been a Director of
eVision since February 1998 and a Director of China Credit since May 1995. Mr.
Fong has been a practicing solicitor in Singapore for at least the last seven years.

Gary L. Cookhas been a Director of Global Med since 1998 and was the Acting Principal Financial
Officer and Treasurer from October 2000 to February 25, 2004. In February of 2004,
Mr. Cook replaced Dr. Ruxin as Chairman and member of the Audit Committee. From 1998
to June of 2002, he was Secretary, Treasurer and Chief Financial Officer of eVision
and Treasurer of eBanker. From 1994 to 1996, Mr. Cook was self-employed as the
principal of a small business. From 1982 to 1994, he worked for KPMG LLP responsible
for all auditing services for several clients in various financial and other
industries. Mr. Cook received a B.A. in Accounting from Brigham Young University in
1982 and is a member of the American Institute of Certified Public Accountants. Mr.
Cook has been a Director of Cognigen Networks, Inc. since October 2002 and Chief
Financial Officer since 2003.

Gerald F.
Willman, Jr.has been a Director of and is now the Senior Vice President of
International Business Development for Wyndgate Technologies. Mr. Willman has been 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.

Tony
T.W. Chanhas been a Director of Global Med since December 1999.
Mr. Chan has been the Managing Director of China Credit since August 25, 2003
and Director of China Credit since January 17, 2000. Mr. Chan has been the Chief
Operating Officer and Director of eVision since 1999, and its Chairman since
2002. From 1998 to April 1999, Mr. Chan worked as an Investment Banker for
Commerzbank, Global Equities, Hong Kong, involved in the establishment of a new
regional business center in Hong Kong. From 1996 to 1998, Mr. Chan worked for
Peregrine Derivatives specializing in Asian equity financial products. Mr. Chan
received a Bachelor of Commerce degree in Finance with honors from the
University of British Columbia. Mr. Chan is also a director of American Pacific
Bank and President and Director of eBanker.

30

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Thomas
F. Marcinek was elected as President and Chief Operating Officer
in March 1998. From 1994 until joining Global Med, 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.

David T. Chenhas been a director of Global Med since March 13, 2002. Mr. Chen has been a
Director, the Chief Executive Officer and President of American Pacific Bank,
Portland, Oregon since 1993, and was a Director of eBanker USA.com, Inc. until
January 2002. Mr. Chen received a B.A. in Public Administration from Taiwan National
Chung-Hsin University in 1959, a M.A. in Political Science from the University of
Oregon in 1966 and a B.A. in Math from the University of Washington in 1972.

Family
Relationships

Mr. Tony T.W.
Chan is the son of Mr. Fai H. Chan. Both are directors of Global Med.

Involvement
In Certain Legal Proceedings

In
September 2002, Global Med filed a lawsuit against Donnie L. Jackson, Jr.,
Global Meds former Vice President of Sales and Marketing. Global Med
alleges, among other things, that prior to his resignation in July 2002 Mr.
Jackson misappropriated certain trade secrets of Global Med. Mr. Jackson is
currently a management employee of one of Global Meds competitors. On
October 13, 2004, the Superior Court of the State of California in and for the
County of El Dorado granted the motion for summary judgment for Donnie L.
Jackson, Jr. The Company plans to appeal this decision. On November 5, 2004,
Mediware Information Systems, Inc., Donnie L. Jackson, Jr.s current
employer, filed a claim against the Company in the United States District Court
for the Eastern District of California seeking recovery of legal costs in excess
of $600,000. Global Med believes the claim is without merit and plans to
vigorously defend against this lawsuit and does not believe this lawsuit will
have a material impact on Global Meds business.

Audit
Committee

In
February 2004, Gary Cook, a director of the Company and the former Acting
Principal Financial Officer and Treasurer of the Company, replaced Michael I.
Ruxin, the Companys CEO and Chairman, as the Chairman of the Audit
Committee. The remaining members of the Audit Committee are Robert H. Trapp and
Kwok Jen Fong. The audit committee met once in 2003 and 2004. The Audit
Committee also reviewed and approved in writing the filing of each Form 10-Q
during 2004. Mr. Cook is considered financial expert. None of the Audit
Committees members are considered independent.

Compliance
With Section 16(a) Of The Exchange Act

Based
on information provided to the Company, it is believed that all of the
Companys directors, executive officers and persons who own more than 10%
of the Companys common stock were in compliance with Section 16(a) of the
Exchange Act of 1934 during the last fiscal year. During the year ended December
31, 2004, all of the Companys directors, executive officers and
Companys common stock were in compliance with section 16(a) of the
Exchange Act of 1934, except as follows: in June 2002, eBanker transferred its
interest in Global Med to Global Med International Limited (GMIL).

Gary
Cook failed to file a Form 4 with respect to one transaction, and was late in
filing a Form 5 with respect to the same transaction; Online Credit Ltd. was
late in filing a Form 4 with respect to one transaction; Futuristic Image
Builder Limited, Heng Fung Finance Limited (and its subsidiaries and affiliates
that beneficially own shares of the Companys common stock), Robert Trapp,
Tony Chan and Fai Chan each failed to file a Form 5.

31

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Code
of Ethics

The
Company has a code of ethics that has been approved by the Board of Directors.
The Code of Ethics was filed as an exhibit to the Companys Form S-1 that
was filed on December 6, 2004. The Code of Ethics was filed as Exhibit 10.72 to
the Form S-1.

ITEM
11.   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 thousand of salary and bonus from the Company during the three
years ended December 31, 2004:

|                          | Annual Compensation | Long-Term Compensation |  |           |  |   
|------------------------- | ------------------- | ---------------------- |  | --------- |  | --
|
|Michael I. Ruxin,         |                     | 2004                   |  | $ 275,711 |  | --
|Chairman and CEO          |                     | 2003                   |  | 259,711   |  | --
|                          |                     | 2002                   |  | 272,921   |  | --
|Thomas F. Marcinek,       |                     | 2004                   |  | 175,000   |  | --
|President and COO         |                     | 2003                   |  | 175,000   |  | --
|                          |                     | 2002                   |  | 185,884   |  | --
|Gerald F. Willman, Jr     |                     | 2004                   |  | 110,385   |  | --
|Director and              |                     | 2003                   |  | 105,000   |  | --
|Senior Vice President     |                     | 2002                   |  | 105,000   |  | --
|of International Business |                    
|Development for           |                    
|Wyndgate Technologies     |                    

|(1) |  | Dr. Ruxin
was issued Series BB Preferred Stock valued at $35,120. See Note 6 of the financial
statements. Dr.  Ruxin also received $5,912 per annum in life insurance premiums and an
annual car allowance of $10,917.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Dr.
Ruxin received $5,912 per annum in life insurance premiums and an annual car allowance of
$8,459.
|--- |  | -----------------------------------------------------------------------------------------------------

|(3) |  | Dr.
Ruxin  received  $5,912  per annum in life  insurance  premiums  and an annual car
allowance  of  $10,076.
|--- |  | --------------------------------------------------------------------------------------------------------------

|(4) |  | Mr.
Marcinek received a $5,400 per year car allowance during 2004, 2003, and 2002.
|--- |  | ----------------------------------------------------------------------------------

Stock
Option Plans and Other Issuances

In the
second quarter of 2001, Global Med adopted the 2001 Stock Option Plan
(2001 Plan). The 2001 Plan provided for the issuance of options to
purchase up to 15 million registered shares of common stock to employees,
officers, directors and consultants of Global Med. Options may be granted as
incentive stock options or as nonqualified stock options. Only employees of
Global Med are eligible to receive Incentive Options. The 2001 Plan expires on
December 28, 2010. In June 2003, the Board of Directors of Global Med approved a
change in the 2001 Plan. The Board of Directors of Global Med authorized an
amendment to the 2001 Plan reducing the number of common shares reserved and
authorized for issuance by 5 million. Effective in June 2003, the total number
of common shares approved for issuance under the 2001 Plan as authorized by the
Board was reduced from 15 million to 10 million. Global Med filed an amendment
to the existing S-8 registration statement for the 2001 Plan to effect this
change on May 20, 2004. As of December 31, 2004, options to purchase 2.830
million shares of Global Meds common stock at a weighted average exercise
price of $0.59 per share were outstanding under the 2001 Plan, of which 1.265
million options to purchase shares were exercisable at December 31, 2004.
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. During the year ended December 31, 2004, Global Med issued 200
thousand stock options under the 2001 Plan.

32

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In
June 2003, Global Meds Board of Directors approved the 2003 Stock Option
Plan (2003 Plan). The 2003 Plan provides for the issuance of stock
options exercisable to purchase up to 5 million shares of Global Meds
common stock to employees, officers, directors and consultants. The Board of
Directors also approved the inclusion of options to purchase approximately 4.707
million shares under the 2003 Plan that were issued to such persons prior to the
adoption of the 2003 Plan and lacked registration rights. Global Med filed an
S-8 registration statement to register the 5 million shares issuable under the
2003 Plan on May 20, 2004. The range of the exercise prices of the 4.707 million
options is $0.45 to $1.50 per share. The weighted- average exercise price of
these options is $0.68 per share. As of December 31, 2004, there were 4.607
million options exercisable under the 2003 Plan.

The
Second Amended and Restated Stock Option Plan (Plan) provides for the issuance
of options to purchase up to 2.2 million registered shares of common stock to
employees, officers, directors and consultants of Global Med. Options may be
granted as incentive stock or as nonqualified stock options. Only employees of
Global Med are eligible to receive Incentive Options. As of May 31, 2000,
options could no longer be issued under this Plan. As of December 31, 2004,
options to purchase 1.137 million shares of Global Meds common stock at a
weighted average exercise price of $1.19 per share were outstanding under the
Plan, of which 1.137 million options to purchase shares were exercisable at
December 31, 2004.

Global
Med also periodically grants options to purchase shares of registered common
stock. The shares underlying these options are not registered under the 1933
Act. As of December 31, 2004, there were outstanding options to purchase 220
thousand shares of common stock at a weighted-average exercise price of $2.08
per share through December 31, 2004, of which 212 thousand were exercisable at
December 31, 2004.

In February of
2005, the Companys Board of Directors approved documentation changes
related to option grants to certain employees and a director that occurred in
December of 1999 and June of 2000. The Board of Directors determined that the
term of the options as originally granted, five years, was documented
incorrectly and should have been ten years. This determination was based on the
fact that the five year term was inconsistent with the Companys defacto
policies and practices at the time to grant ten year options to directors and
employees. As the Company views this Board action as a correction of a
documentation deficiency, the Company has no plans to recognize compensation
expense associated with this documentation correction.

Option
Grants Table

No
options were granted to the Companys Executive Officers during the years
ended December 31, 2004 or 2003. The Company granted 1.150 million options to
the Companys Executive Officers during the year ended December 31, 2002.
See Other Arrangements.

|Name               | SharesAcquiredon Exercise | Realized | Number ofUnexercisedOptions atYear-endExercisable/Unexercisable | Value of UnexercisedIn-the-Money Options atyear-end($)Exercisable/Unexercisable (1)
|------------------ | ------------------------- | -------- | --------------------------------------------------------------- | -----------------------------------------------------------------------------------
|Michael I. Ruxin   |                           | --       |                                                                 | --                                                                                 
|Thomas F. Marcinek |                           | --       |                                                                 | --                                                                                 
|Gerald F. Willman  |                           | --       |                                                                 | --                                                                                 

No options were
exercised during 2004 by the Company's executive officers.

|(1) |  | Based
on the closing bid price of the Company's Stock of $1.07 per share on December 31, 2004.
|--- |  | ----------------------------------------------------------------------------------------------

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, 2004 with the exception of 100 thousand options to purchase the same number
of common shares that were granted to David Chen, a director of the Company, in
April 2004. These options vest over five years, have a 10-year term and have an
exercise price of $0.45 per share.

33

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Compensation
Of Directors

Standard
Arrangements. The Company pays the directors, who are not also employees of
the Company, a fee of $500 for each board meeting they attend. The
Companys Board of Directors approved this compensation on April 1, 2004.
The company also from time-to-time issues stock options to members of the Board
of Directors.

Other
Arrangements. During 2000, the Company also authorized the issuance of 35
thousand common shares to Gary Cook, a director, in his capacity as acting
Principal Financial and Accounting Officer and Treasurer. Of the 35 thousand
authorized shares, 28 thousand had been issued as of December 31, 2004. These
shares will be issued at a rate of 7 thousand a year as they are earned. These
shares were valued at $37 thousand, and $7 thousand in compensation expense was
recognized during 2003 related to these shares. The Company compensates certain
directors as discussed above and issued a director 100 thousand options during
the year ended December 31, 2004. Gary Cook resigned as the acting Principal
Financial Officer and Treasurer on February 25, 2004.

On
November 1, 2002, the Company entered into an Employment Agreement with Dr.
Ruxin for a period of five years commencing August 1, 2003 and ending August 1,
2008. Under the Employment Agreement and during 2004, Dr. Ruxin received a
salary of $275 thousand per year and certain other fringe benefits. Dr.
Ruxins salary shall be reviewed on an annual basis and if his performance
is deemed satisfactory, he shall receive a minimum 7.5% 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. In addition, Dr. Ruxin
shall be eligible for a performance increase. Pursuant to Dr. Ruxins
Employment Agreement, the Company authorized the issuance to Dr. Ruxin of 500
thousand total incentive stock options and nonqualified stock options to
purchase an aggregate of 500 thousand shares of the Companys common stock.
The options shall become exercisable at the rate of 20% each year upon Dr.
Ruxins completion of each year of employment with the Company beginning
May 29, 2002. The stock option exercise price shall be $0.58, which is the
closing price on the execution of Dr. Ruxins Employment Agreement.
Following the termination of this Agreement by the Employer for any reason other
than Cause, Death, or the temporary or permanent disability of Employee, the
Employee shall be entitled to compensation and benefits for twenty-four (24)
months following the date of termination or the remainder of the contract,
whichever is less.

Dr.
Ruxin may terminate his employment with the Company upon the occurrence of any
of the following events followed by written notice from the employee to the
employer: the sale by Employer of substantially all of its assets; a decision by
Employer to terminate its business and liquidate its assets; the merger or
consolidation of Employer with another entity or an agreement to such a merger
or consolidation or any other type of reorganization; employer makes a general
assignment for the benefit of creditors, files a voluntary bankruptcy petition,
there are material reductions in Employees duties and responsibilities
without his written consent or a demotion from the position of President;
termination by the Company of employees employment with the Company for
any reason other than cause, or a five percent reduction in Employees base
compensation (not including bonus).

On
November 4, 2002, the Company entered into an Employment Agreement with Thomas
F. Marcinek for a period of five years commencing November 2, 2003 and ending
November 2, 2008. Under the Employment Agreement and during 2004, Mr. Marcinek
received a salary of $175 thousand per year and certain other fringe benefits.
Mr. Marcineks salary shall be reviewed on an annual basis and if his
performance is deemed satisfactory, he may receive a minimum 7.5% 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. In addition, Mr.
Marcinek shall be eligible for a performance increase. Following the termination
of this Agreement by the Employer for any reason other than Cause, Death, or the
temporary or permanent disability of Employee, the Employee shall be entitled to
compensation and benefits for twenty-four (24) months following the date of
termination or the remainder of the contract, whichever is less.

Pursuant
to Mr. Marcineks Employment Agreement, the Company authorized the issuance
to Mr. Marcinek of 500 thousand total incentive stock options and nonqualified
stock options to purchase an aggregate of 500 thousand shares of the
Companys common stock. The options shall become exercisable at the rate of
20% each year upon Mr. Marcineks completion of each year of employment
with the Company beginning May 29, 2002. The stock option exercise price shall
be $0.58, which is the closing price on the execution of Mr. Marcineks
Employment Agreement.

34

---

On
October 31, 2002, the Company entered into an Employment Agreement with Mr.
Willman for a period commencing July 1, 2004 and ending November 1, 2008. During
2004, Mr. Willman received a salary of approximately $110 thousand. ,Mr.
Willmans salary shall be reviewed on an annual basis and if his
performance is deemed satisfactory, his salary may be increased at least in an
amount equal to the cost of living increase for the prior year, providing that
at least one other senior managements salary (CEO or COO) is increased by
a similar cost of living raise. In addition, Mr. Willman shall be eligible for a
performance increase. Pursuant to Mr. Willmans employment agreement, the
Company authorized the issuance to Mr. Willman of 150 thousand incentive stock
options to purchase an aggregate of 150,000 shares of the Companys common
stock. The options shall become exercisable at the rate of 20% each year upon
Mr. Willmans completion of each year of employment with the Company
beginning May 29, 2002. The stock option price shall be $0.58, which was the
closing price on October 31, 2002, the execution of Mr. Willmans
employment agreement. Mr. Willman may terminate his employment with the Company
under the same circumstances as set forth in Dr. Ruxins employment
agreement.

Following
the termination of the agreement by the Company for any reason other than cause,
death, or the temporary or permanent disability, Mr. Willman shall be entitled
to compensation and benefits for nine (9) months following the date of
termination or the remainder of the agreement, whichever is less.

During
1999, the Board of Directors approved bonuses for Ruxin and Marcinek in amounts
of $50 thousand and $25 thousand respectively, payable when the Company has
achieved positive cash flow from operations and subject to the approval of the
Board of Directors. As of December 31, 2004, these bonuses have neither been
approved for payment by the Board of Directors nor accrued on the Companys
financial statements.

The
Board of Directors authorized that $50 thousand be paid to Dr. Ruxin and $25
thousand be paid to Mr. Marcinek of the accrued salaries due them. During 2002,
Dr. Ruxin was paid approximately $23 thousand of the accrued salary increase due
him and Mr. Marcinek was paid approximately $11 thousand of the accrued salary
due him. As of December 31, 2002, the Company had paid Dr. Ruxin $50 thousand
and Mr. Marcinek $25 thousand of the salary increases due them.

On
April 14, 2004, the Dr. Ruxin agreed to convert outstanding accrued vacation and
accrued wages as of February 29, 2004, valued at approximately $284 thousand
into approximately 675 thousand shares of Series BB Preferred Stock. See the
accompanying financial statements for further discussion.

ITEM 12.   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

China
Credit currently beneficially holds 11.21 million shares (or approximately 47%
of the voting rights, the voting rights calculation includes an additional 3.5
million Preferred Series AA shares with one voting right per share) of the
Company. China Credit has appointed five of the eight members of the Board of
Directors of the Company. The directors appointed by China Credit are Fai H.
Chan, Kwok Jen Fong, Robert H. Trapp, Tony T. W. Chan, and Gary L. Cook. Fai H
Chan, Kwok Jen Fong and Tony T.W. Chan are also directors of China Credit. In
addition, China Credit and its subsidiaries/affiliates currently beneficially
own warrants which may be exercised and/or converted into 12.186 million shares
of the Companys common stock. China Credit owns 100% of Heng Fung
Singapore, which, in turn, owns 100% of Online Credit. China Credit, Online
Credit and Heng Fung Singapore, collectively are significant shareholders of
eVision. eVision owned 40% of the outstanding common stock of eBanker until
November 2001 when it was transferred to Online Credit. Of the 12.186 million
warrants beneficially owned by China Credit and subsidiaries, 1 million warrants
are exercisable at $0.25 per share until April 14, 2008; 10.186 million warrants
exercisable at $0.50 through July 1, 2011, and 1 million are exercisable at
$0.25 per share until April 14, 2008. eVision owns 100% of the outstanding
common stock of American Fronteer Financial Corporation (AFFC).

During
2001, the Company issued eBanker a total of 1.747 million unregistered shares of
common stock of the Company in lieu of interest payments through July 1, 2003 on
the $3.829 million note payable to eBanker.

35

---

Security
Ownership of Beneficial Owners

The
following table sets forth, as of January 31, 2005, the ownership of the
Companys common stock, based upon 27.665 million 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.

|                          | Amount and Nature of Beneficial Ownership(2) |                |  |            |     |   
|------------------------- | -------------------------------------------- | -------------- |  | ---------- | --- | --
|
|Michael I. Ruxin, M.D     |                                              | Chairman of    |  | 980,148    |     | 3 
|12600 W. Colfax           |                                              | the Board and  | 
|Suite C-420               |                                              | Chief          | 
|Lakewood, CO 80215        |                                              | Executive      | 
|                          |                                              | Officer and    | 
|                          |                                              | Director and   | 
|                          |                                              | Acting         | 
|                          |                                              | Principal      | 
|                          |                                              | Accounting and | 
|                          |                                              | Financial      | 
|                          |                                              | Officer        | 
|Fai H. Chan (1)           |                                              | Director       |  | 11,310,195 | (4) | 40
|5/F Island Place Tower    |                                             
|510 Kings Road           |                                             
|North Point, Hong Kong    |                                             
|Gerald F. Willman, Jr     |                                              | Director and   |  | 882,514    | (6) | 3 
|4925 Robert J. Mathews    |                                              | Senior Vice    | 
|Parkway, Suite 100        |                                              | President of   | 
|El Dorado Hills, CA 95762 |                                              | International  | 
|                          |                                              | Business       | 
|                          |                                              | Development    | 
|                          |                                              | for Wyndgate   | 
|                          |                                              | Technologies   | 
|Thomas F. Marcinek        |                                              | President and  |  | 20,500     |     | 0 
|4925 Robert J. Mathews    |                                              | Chief          | 
|Parkway, Suite 100        |                                              | Operating      | 
|El Dorado Hills, CA 95762 |                                              | Officer        | 
|Kwok Jen Fong             |                                              | Director       |  | 75,000     |     | 0 
|7 Tamasek Blvd            |                                             
|#43-03 Suntec             |                                             
|Tower One                 |                                             
|Singapore 038987          |                                             

36

---

|                            | Amount and Nature of Beneficial Ownership(2) |               |  |            |      |   
|--------------------------- | -------------------------------------------- | ------------- |  | ---------- | ---- | --
|
|Gary L. Cook                |                                              | Director      |  | 35,000     |      | 0 
|12600 W. Colfax             |                                              | Acting        | 
|Suite C-420                 |                                              | Principal     | 
|Lakewood, CO 80215          |                                              | Financial and | 
|                            |                                              | Accounting    | 
|                            |                                              | Officer and   | 
|                            |                                              | Treasurer     | 
|                            |                                              | through       | 
|                            |                                              | February 25,  | 
|                            |                                              | 2004          | 
|Robert H. Trapp             |                                              | Director      |  | -0-        |      | 0 
|1888 Sherman Street         |                                             
|Suite 500                   |                                             
|Denver, CO 80203            |                                             
|Kim Geist                   |                                              | Secretary     |  | -0-        |      | 0 
|12600 W. Colfax             |                                             
|Suite C-420                 |                                             
|Lakewood, CO 80215          |                                             
|Tony T.W. Chan (20)         |                                              | Director      |  | -0-        |      | 0 
|5/F Island Place Tower      |                                             
|510 Kings Road             |                                             
|North Point, Hong Kong      |                                             
|David T. Chen               |                                              | Director      |  | -0-        |      | 0 
|315 SW 5th Avenue,          |                                             
|Suite 201                   |                                             
|Portland, OR 97204          |                                             
|All Directors and Executive |                                              |               |  | 13,303,357 |      | 48
|Officers as a group (10     |                                             
|persons)                    |                                             
|China Credit Holdings       |                                              | None          |  | 11,210,195 | (15) | 40
|Limited                     |                                             
|5/F Island Place Tower      |                                             
|510 Kings Road             |                                             
|North Point, Hong Kong      |                                             
|Global Med International    |                                              | None          |  | 11,210,195 | (15) | 40
|Limited                     |                                             
|5/F Island Place Tower      |                                             
|510 Kings Road             |                                             
|North Point, Hong Kong      |                                             
|Futuristic Image Builder    |                                              | None          |  | 3,050,000  | (18) | 11
|Ltd.                        |                                             
|34 Woodlands Industrial     |                                             
|Park E-1                    |                                             
|Singapore 757747            |                                             

37

---

(1)
Fai H. Chan is an officer, director and along with his wife an approximate 48%
beneficial shareholder of China Credit and, therefore, is a beneficial owner of
the shares beneficially owned by China Credit and its subsidiaries. Fong, Trapp,
and Tony T. W. Chan are also officers, directors and/or shareholders of China
Credit and/or certain of its subsidiaries; however, they disclaim beneficial
ownership of the shares beneficially owned by China Credit and its subsidiaries.
China Credit owns 100% of the outstanding common stock of Heng Fung Singapore.
Heng Fung Singapore owns 100% of the outstanding common stock of Online Credit.
China Credit and subsidiaries are also shareholders of eVision International,
Inc. Mr. Chan directly owns 100,000 shares of the Companys common stock.
Online Credit, through a subsidiary GMCAL, holds (i) 11,210,195 shares of Global
Meds common stock; (ii) warrants to purchase 1,000,000 shares of Global
Meds Common Stock, exercisable at $0.25 per share until April 14, 2008;
(iii) warrants to purchase 10,186,430 shares of Global Meds common stock,
exercisable at $0.50 through July 1, 2011. GMIL holds 3,500,000 shares of Series
AA Preferred Stock convertible into 7,777,000 shares of Global Meds common
stock.eVision owns warrants to purchase 1,000,000 shares of Global
Meds common stock, exercisable at $0.25 per share until April 14, 2008.

(2)
Calculated pursuant to Rule 13d-3(d) of the 1934 Act. 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)
Does not include 300,000 shares underlying options which are not exercisable
within 60 days of the date hereof.

(4)
Mr. Chan directly owns 100,000 common shares. Includes 11,210,195 shares held by
a subsidiary of China Credit, of which Mr. Chan is an officer, director and
shareholder.

(5)
Includes the following shares underlying derivative securities owned by
subsidiaries of China Credit, of which Mr. Chan is an officer, director and,
along with his wife, an approximate 48% beneficial shareholder: (i) 11,186,430
shares underlying warrants owned by GMCAL; (ii) 1,000,000 shares underlying
warrants owned by eVision, and (iii) 7,777,00 shares underlying 3,500,000 shares
of Series AA Preferred Stock owned by GMIL. Also includes 150,000 shares
underlying options issued to Mr. Chan for services as a director of the Company.

(6)
Includes 346,481 shares owned by Lori J. Willman, the spouse of Mr. Willman.

(7) Includes
210,000 shares underlying options owned by Mr. Willman and 6,000 shares
underlying options owned by Lori J. Willman, the spouse of Mr. Willman. Does not
include 90,000 shares underlying options owned by Mr. Willman and 4,000 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.

(8)
Not used.

(9) Includes
1,200,000 shares underlying options. Does not include 300,000 options which are
not exercisable within 60 days of the date of January 31, 2005.

(10)
Includes 75,000 shares underlying options.

(11) Includes
50,000 shares underlying options.

(12)
Includes 50,000 shares underlying options.

(13) Includes
35,000 shares underlying options. Does not include 10,000 shares underlying
options which are not exercisable within 60 days of the date of January 31,
2005.

38

---

(14)
Not Used

(15) Includes
the 11,210,195 shares owned by GMCAL.

(16)
Includes the following shares underlying derivative securities owned by
subsidiaries of China Credit, of which Mr. Chan is an officer, director and,
along with his wife, an approximate 48% beneficial shareholder: (i) 11,186,430
shares underlying warrants owned by GMCAL; (ii) 7,777,000 shares underlying
3,500,000 shares of Series AA Preferred Stock owned by GMIL; and (iii) 1,000,000
shares underlying warrants owned by eVision.

(17)
Includes 11,186,430 shares underlying warrants and 7,777,000 shares underlying
3,500,000 shares of Series AA preferred stock.

(18)
Fai Chan is a director of Futuristic Image Builder Ltd.However, Mr.
Chan disclaims any beneficial ownership of these shares.

(19)
Does not include 80,000 shares underlying options that are not exercisable within 60 days.

(20)
Tony T.W. Chan is a director of Futuristic  Image Builder Ltd.  However,  Mr. Chan
disclaims any  beneficial ownership of these shares.

ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

Dr.
Ruxin has personally guaranteed $650 thousand plus pro rata interest of the
outstanding loan balance with eBanker associated with the November 19, 2000 Loan
Agreement. The personal guarantee is limited to certain of Dr. Ruxins
assets.

As of
December 31, 2002, the Companys Board of Directors had approved borrowings
to a related party totaling $370 thousand. During the year ended December 31,
2002, the Companys Notes Receivable, related party balance, increased $290
thousand to a total of $370 thousand as a result of funds advanced in the form
of promissory notes to this entity controlled by a, now formerly, director of
the Company, Jeff Busch. The notes bear interest at 12% per year and mature in
2006. During the year ended December 31, 2001, the Company had lent $80 thousand
to this entity. In addition, the CEO and Chairman of Global Med, Michael I.
Ruxin, was also on the board of directors of this entity controlled by Jeff
Busch. Dr. Ruxin resigned as a director of the related entity effective December
12, 2002. Jeff Busch resigned his position as a director of the Company and
PeopleMed effective December 12, 2002. As a result, Jeff Busch and the entity
controlled by Jeff Busch are no longer related parties of the Company. On March
10, 2003 the Companys Board of Directors approved and subsequently funded
additional borrowings to this entity controlled by Jeff Busch in the amount of
$30 thousand.

39

---

During
2004, 2003 and 2002, eVision provided the Company with various accounting
services. The Company recognized $21 thousand, $48 thousand, and $52 thousand in
general and administrative expenses related to these services. During 2004,
2003, and 2002, the Company incurred $229 thousand, $508 thousand, and $460
thousand, respectively, in interest charges from debt originally financed by
eBanker, and subsequently transferred to GMCAL and then GMIL. eBanker, GMCAL,
and GMIL are entities that are controlled by China Credit. Global Med
International Holdings Limited (GMIHL) is a subsidiary of eBanker.
The Company incurred $0, $24 and $12 thousand in interest charges from GMIHL
during 2004 and 2003,and 2002, respectively.

See also ITEM 1
FINANCING AGREEMENTS WITH RELATED PARTIES.

ITEM 14.   
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The
following table presents fees for professional services rendered by Ehrhardt
Keefe Steiner & Hottman P.C. for the audit of the Companys
consolidated financial statements as of and for the years ended December 31,
2004 and 2003 and fees billed for other services rendered by Ehrhardt Keefe
Steiner & Hottman PC during those periods.

|                       | Years Ended | December 31, 2003
|---------------------- | ----------- | -----------------
|
|Audit Fees             |             | $60,700          
|Audit related fees (1) |             | $40,900          
|Tax Fees (2)           |             | $18,450          

|(1) |  | Audit
related fees are for assurance related services.  The primary component of
these fees was research activity with respect to  certain accounting issues in
2004 and 2003. In 2004, the fees consisted  of research activity with respect to certain
accounting issues as well  as fees related to the work performed on the Companys
Form S-1 and Forms  S-8.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Tax
fees in 2003 primarily related to advice and assistance with respect  to tax compliance
matters. As of December 31, 2003, the Company had not yet  filed its 2003 returns and
minimal work had been done to date on these returns  as of December 31, 2003. The Company
accrued approximately $15 thousand as of  December 31, 2003 in its balance sheet for
performance of these services for the  tax return for the year ended December 31, 2003.
The Company was billed  approximately $18 thousand in 2004 for work done on the
preparation of the 2003  tax returns. The Company has accrued approximately $18 thousand
in its balance  sheet as of December 31. 2004 for the performance of the 2004 tax returns.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# PART
IV

ITEM 15.   
EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K

(a)  
Exhibits.

# INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                              | Page
|--------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm  Ehrhardt Keefe Steiner & Hottman PC |     
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                  |     
|Consolidated Statements of Operations for the years ended December 31, 2004 and 2003          |     
|Consolidated Statements of Stockholders Deficit for the years ended                          |     
|December 31, 2004, 2003 and 2002                                                              |     
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002    |     
|Notes to Consolidated Financial Statements                                                    |     

40

---

All
other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.

Schedule II

# Global Med
Technologies, Inc.  Valuation and Qualifying Accounts

|                                          | For the Fiscal Year Ended December 31 |     |  
|----------------------------------------- | ------------------------------------- | --- | -
|
|Allowance for doubtful accounts-accounts  |                                       |     |  
|receivable and accrued revenues           |                                      
|Balance, beginning of period              |                                       | 125 |  
|(Reversal) addition of bad debt provision |                                       | (12 | )
|Deductions, net of recoveries             |                                       | --  |  
|                                         
|Balance, end of period                    |                                       | 113 |  
|                                         
|                                          |                                      

(b)  
Current Reports on Form 8-K:

A
Current Report on Form 8-K was filed October 12, 2004 announcing that the
Company entered into a common stock purchase agreement to sell Fusion Capital
Fund II, LLC up to $8 million of newly issued Global common stock.

A
Current Report on Form 8-K/A was filed October 13, 2004 amending certain
disclosures in the October 12, 2004 Form 8-K.

A
Current Report on Form 8-K was filed October 29, 2004 announcing the
Companys financial statement results for the period ended September 30,
2004.

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant 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:  March 1,
2005

| | By:  /s/ Michael I. Ruxin
      Michael I. Ruxin, Chairman of the Board
      and Chief Executive Officer and Director
| | ----------------------------------------------------------------------------------------------------------------------

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

Date:  March 1,
2005

| | By:  /s/ Michael I. Ruxin
      Michael I. Ruxin, Chairman of the Board
      and Chief Executive Officer and Director
      and Acting Principal Accounting and Financial Officer
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:  March 1,
2005

| | By:  /s/ Thomas F. Marcinek
      Thomas F. Marcinek, President and Chief
      Operating Officer
| | -------------------------------------------------------------------------------------------------

Date:  March 2,
2005

| | By:  /s/ Gary L. Cook
      Gary L. Cook, Director
| | --------------------------------------------------

Date:  March 1,
2005

| | By:  /s/ Gerald F. Willman, Jr.
      Gerald F. Willman, Jr., Director and Senior Vice
      President of International Business Development
      for Wyndgate Technologies
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

---

Date:  March 1,
2005

| | By:  /s/ Fai H. Chan
      Fai H. Chan, Director
| | ------------------------------------------------

Date:  March 2,
2005

| | By:  /s/ Robert H. Trapp
      Robert H. Trapp, Director
| | --------------------------------------------------------

Date:  February 25,
2005

| | By:  /s/ Kwok Jen Fong
      Kwok Jen Fong, Director
| | ----------------------------------------------------

Date:  March 1,
2005

| | By:  /s/ Tony T.W. Chan
      Tony T.W. Chan, Director
| | ------------------------------------------------------

Date:  March 2,
2005

| | By:  /s/ David T. Chen
      David T. Chen
| | ------------------------------------------

42

---

# UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# EXHIBITS

# TO

# FORM
10-K

# GLOBAL
MED TECHNOLOGIES, INC.

# and
SUBSIDIARY

# 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)
|--- |  | ----------------------

|3.5 |  | Amended
and Restated Articles of Incorporation, dated April 16, 2001 (10)
|--- |  | -------------------------------------------------------------------------

|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)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

43

---

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

|10.11 |  | Form
of Drug Testing Service Contract (1)
|----- |  | -----------------------------------------

|10.12 |  | Form
Form of License Agreements (1)
|----- |  | -----------------------------------

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

|10.14 |  | Exclusivity
and Software Development Agreement, dated November 14, 1996, between and among
Global Med 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 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 |  | Form
Fourth Amendment to Exclusivity and Software Development
Agreement, dated December 22, 1997 between Global Med and Ortho Diagnostic Systems, Inc. (4)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22 |  | Development
Agreement, dated July 12, 1996 between Global Med 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)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

44

---

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

|10.34 |  | Warrant
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 |  | Warrant
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)
|----- |  | -------------------------------------------------------------------------------------------------------------------------

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

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

|10.47 |  | Employment
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)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------

45

---

|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)
|----- |  | ---------------------------------------------------------------------------------------------------

|10.53 |  | Loan Agreement dated April 12, 2000 between the
Company and eBanker (8)
|----- |  | -----------------------------------------------------------------------

|10.54 |  | Loan Agreement dated April 14, 2000 between
the Company and eBanker (8)
|----- |  | -----------------------------------------------------------------------

|10.55 |  | Loan extension dated April 14, 2000
between the Company and eBanker (8)
|----- |  | -----------------------------------------------------------------------

|10.56 |  | Revised Loan Agreement dated November 19,
2000 between the Company and eBanker (9)
|----- |  | ----------------------------------------------------------------------------------

|10.57 |  | Interest payment option
dated March 21, 2001 between the Company and eBanker (9)
|----- |  | --------------------------------------------------------------------------------

|10.58 |  | 2001 Stock
Option Plan (11)
|----- |  | ---------------------------

|10.59 |  | Amended and Restated 1997 Stock Compensation Plan
(12)
|----- |  | ------------------------------------------------------

|10.60 |  | Employment Agreement, executed October 31, 2002, between the
Company and Gerald F. Willman Jr, effective July 1, 2004 and ending November 1, 2008 (13)
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|10.61 |  | Employment
Agreement, executed November 1, 2002, between the Company and Michael I. Ruxin,
effective August 1, 2003 and ending August 1, 2008 (13)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|10.62 |  | Employment
Agreement, executed October 31, 2002, between the Company and Tim Pellegrini,
effective April 1, 2004 and ending November 1, 2008 (13)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|10.63 |  | Employment
Agreement, executed October 31, 2002, between the Company and Miklos Csore,
effective November 1, 2003 and ending November 1, 2008 (13)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|10.64 |  | Employment
Agreement, executed November 4, 2002, between the Company and Thomas F.
Marcinek, effective November 2, 2003 and ending November 2, 2008 (13)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|10.65 |  | Termination
Agreement, executed December 19, 2002, between the Company and a significant
customer. (14)
|----- |  | -------------------------------------------------------------------------------------------------------

|10.66 |  | Amendment
to the Loan Restructuring and Restatement
Agreement. (14)
|----- |  | -------------------------------------------------------------------

|10.67 |  | Fourth
Amendment to the Loan Restructuring and
Restatement Agreement.
|----- |  | ---------------------------------------------------------------------

|10.68 |  | GlobaL
Med Technologies, Inc. 2003 Stock Option Plan. 10.69 Articles of Amendment to
Articles of Incorporation  Preferred Stock (16)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------

|10.70 |  | Common Stock Purchase Agreement, dated October 8, 2004 by and between the
Company and Fusion Capital Fund II, LLC (17)
|----- |  | ----------------------------------------------------------------------------------------------------------------------

|10.71 |  | Form of Company Resolution Approving the Registration Statement dated September
28, 2004 (17)
|----- |  | ---------------------------------------------------------------------------------------------

|10.72 |  | Code of Ethics and Conduct for Global Med Technologies, Inc. (18)
|----- |  | -----------------------------------------------------------------

|10.73 |  | Value
Ventures Agreement (18)
|----- |  | -----------------------------

46

---

|21 |  | Subsidiaries of the Company
|-- |  | ---------------------------

|23 |  | Consent of Independent Auditors - Ehrhardt Keefe Steiner & Hottman PC
|-- |  | ---------------------------------------------------------------------

|31.1 |  | Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-
14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 |  | Certification of the Acting Chief Financial Officer pursuant to Rule 13a- 14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 |  | Certification of the Chairman and Chief Executive Officer pursuant to U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | Certification of Acting Chief Financial Officer pursuant to U.S.C. Section 1350,
as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|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.

(8) 
Incorporated by reference from the Companys Form 10-QSB for the quarterly
period ended March 31, 2000.

(9) 
Incorporated by reference from the Companys Form 10-Q for the quarterly
period ended March 31, 2001.

(10) 
Incorporated by reference from the Companys definitive Proxy Statement on
Schedule 14A dated March 15, 2001.

(11) 
Incorporated by reference from the Companys Registration Statement on Form
S-8 (No. 333-60674)

(12) 
Incorporated by reference from the Companys Registration Statement on Form
S-8 (No. 333-60672)

(13) 
Incorporated by reference from the Companys Form 10-Q for the quarterly
period ended September 30, 2002.

(14) 
Incorporated by reference from the Companys Form 10-K for the year ended
December 31, 2002.

47

---

|(15) |  | Incorporated
by reference from the Companys Form 10-K for the year ended  December 31, 2003.
|---- |  | ---------------------------------------------------------------------------------------------

|(16) |  | Incorporated
by reference from the Companys Form 10-Q for the quarterly  period ended June 30,
2004.
|---- |  | -----------------------------------------------------------------------------------------------------

|(17) |  | Incorporated
by reference from the Companys Form 8-K filed on October 12,  2004.
|---- |  | ---------------------------------------------------------------------------------

|(18) |  | The
documents  identified are incorporated by reference from the Company's  Registration
Statement on Form  S-1 (No. 333-121030).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------

48

---

# Report
of Independent Registered Public Accounting Firm

Board
of DirectorsGlobal
Med Technologies, Inc. and subsidiary

We
have audited the accompanying consolidated balance sheets of Global Med
Technologies, Inc. and subsidiary as of December 31, 2004 and 2003, and the
related consolidated statements of operations, stockholders deficit and
cash flows for the three years ended December 31, 2004, 2003, and 2002. These
consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform 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 audits provide a
reasonable basis for our opinion.

In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Med Technologies,
Inc. and subsidiary as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for the three years ended December 31, 2004,
2003 and 2002 in conformity with U.S. generally accepted accounting principles.

/s/
Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt
Keefe Steiner & Hottman PC

Denver,
ColoradoFebruary 4, 2005

F-1

---

# GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
(In
thousands)

|                                                                       | December 31, |        
|---------------------------------------------------------------------- | ------------ | -------
|
|ASSETS                                                                 |              |        
|CURRENT ASSETS:                                                        |             
|Cash and cash equivalents                                              |              | $ 1,633
|Accounts receivable-trade, net of allowance for uncollectible accounts |             
|of  $107 and $95, in 2004 and 2003, respectively                       |              | 731    
|Accrued revenues, net of allowance for uncollectible accounts of       |             
|$6 and $30, in 2004 and 2003, respectively                             |              | 188    
|Prepaid expenses and other assets                                      |              | 533    
|                                                                       |              |        
|Total current assets                                                   |              | 3,085  
|EQUIPMENT, FURNITURE AND FIXTURES, AT COST:                            |             
|Furniture and fixtures                                                 |              | 393    
|Machinery and equipment                                                |              | 405    
|Computer hardware and software                                         |              | 1,855  
|                                                                       |              |        
|                                                                       |              | 2,653  
|Less accumulated depreciation and amortization                         |              | (2,366 
|                                                                       |              |        
|Net equipment, furniture and fixtures                                  |              | 287    
|CAPITALIZED SOFTWARE DEVELOPMENT COSTS,                                |             
|net of accumulated amortization of $3,247 and $3,210,                  |             
|Respectively                                                           |              | 15     
|NOTES RECEIVABLE, and accrued interest                                 |              | 529    
|                                                                       |              |        
|Total assets                                                           |              | $ 3,916
|                                                                       |              |        
|                                                                       |              |        

See
accompanying notes to the consolidated financial statements.

F-2

---

# GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS (CONTINUED)
(In
thousands)

|                                                               | December 31, |           
|-------------------------------------------------------------- | ------------ | ----------
|
|LIABILITIES AND STOCKHOLDERS DEFICIT                          |              |           
|CURRENT LIABILITIES:                                           |             
|Accounts payable                                               |              | $      122
|Accrued expenses                                               |              | 862       
|Accrued payroll                                                |              | 163       
|Accrued compensated absences                                   |              | 313       
|Noncompete accrual                                             |              | 35        
|Deferred revenue                                               |              | 2,785     
|Capital lease obligation, current portion                      |              | 14        
|Accrued dividend, related party                                |              | 243       
|                                                               |              |           
|Total current liabilities                                      |              | 4,537     
|DEFERRED REVENUE, less current portion                         |              | --        
|CAPITAL LEASE OBLIGATION, less current portion                 |              | 74        
|FINANCING AGREEMENTS, RELATED PARTY                            |              | 529       
|INDEBTEDNESS DUE IN 2004, REFINANCED AS                        |             
|PREFERRED STOCK IN 2004, RELATED PARTY                         |              | --        
|                                                               |              |           
|Total liabilities                                              |              | 5,140     
|                                                               |              |           
|COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 9)               |             
|Convertible redeemable Preferred Stock Series AA, $.01 par     |             
|value: Authorized shares - 3,500; 3,500 issued and outstanding |             
|(liquidation preference of $3,500)                             |              | 3,493     
|STOCKHOLDERS DEFICIT:                                         |             
|Convertible Preferred Stock Series A, $.01 par value:          |             
|Authorized shares  100, none issued or outstanding            |              | --        
|Convertible Preferred Stock Series BB, $.01 par value:         |             
|Authorized shares - 675; none outstanding                      |              | --        
|Preferred stock, $.01 par value: Authorized shares - 5,725;    |             
|none issued or outstanding                                     |              | --        
|Common stock, $.01 par value: Authorized shares - 90,000;      |             
|issued and outstanding shares- 27,465 and 24,545 at            |             
|December 31, 2004 and 2003, respectively                       |              | 275       
|Additional paid-in capital                                     |              | 35,975    
|Accumulated deficit                                            |              | (40,967   
|                                                               |              |           
|Total stockholders deficit                                    |              | (4,717    
|                                                               |              |           
|Total liabilities and stockholders deficit                    |              | $   3,916 
|                                                               |              |           
|                                                               |              |           

See
accompanying notes to the consolidated financial statements.

F-3

---

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

|                                         | Year Ended December 31 |           |  
|---------------------------------------- | ---------------------- | --------- | -
|
|Revenues                                 |                        | $   6,884 |  
|Cost of revenues                         |                        | 2,437     |  
|                                         |                        |           |  
|Gross profit                             |                        | 4,447     |  
|                                         |                        |           |  
|OPERATING EXPENSES:                      |                       
|General and administrative               |                        | 2,434     |  
|Sales and marketing                      |                        | 1,597     |  
|Research and development                 |                        | 838       |  
|Depreciation and software amortization   |                        | 160       |  
|                                         |                        |           |  
|Total operating expenses                 |                        | 5,029     |  
|                                         |                        |           |  
|Income (loss) from operations            |                        | (582      | )
|OTHER INCOME (EXPENSES):                 |                       
|Interest income                          |                        | 51        |  
|Interest expense                         |                        | (6        | )
|Interest expense to related party        |                        | (229      | )
|Financing costs to related party         |                        | --        |  
|                                         |                        |           |  
|Loss before taxes                        |                        | $    (766 | )
|Provision for income taxes               |                        | --        |  
|                                         |                        |           |  
|Net loss                                 |                        | $    (766 | )
|Preferred dividend, related party        |                        | (479      | )
|                                         |                        |           |  
|Net loss attributable to common          |                       
|shareholders                             |                        | $(1,245   | )
|                                         |                        |           |  
|                                         |                        |           |  
|Basic and diluted loss per common share  |                        | $  (0.05  | )
|                                         |                        |           |  
|                                         |                        |           |  
|Weighted average number of common shares |                       
|Outstanding: basic and diluted           |                        | 25,771    |  
|                                         |                        |           |  
|                                         |                        |           |  

See
accompanying notes to the consolidated financial statements.

F-4

---

# GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS DEFICIT
(In
thousands)

|                                                | Common Stock | Additional     Paid-in | Warrants       and     Interest,      parent | Stock   options   issued       for     prepaid | Accumulated |         | 
|----------------------------------------------- | ------------ | ---------------------- | -------------------------------------------- | ---------------------------------------------- | ----------- | ------- | 
|
|Balances, December 31, 2001                     |              | 24,256                 |                                              | $243                                           |             | $34,357 | 
|Prepaid interest to parent company (see note 2) |              | --                     |                                              | --                                             |             | --      | 
|Amortization of warrants issued  for            |             
|financing costs (see note 2)                    |              | --                     |                                              | --                                             |             | --      | 
|Stock options issued for prepaid services       |              | --                     |                                              | --                                             |             | 48      | 
|Issuance of common shares for cash, net of      |             
|offering costs (see note 6)                     |              | 222                    |                                              | 2                                              |             | 95      | 
|Issuance of options to consultants              |              | --                     |                                              | --                                             |             | 13      | 
|Issuance of common shares for services          |              | 3                      |                                              | --                                             |             | 2       | 
|Issuance of common shares for                   |             
|intellectual property                           |              | 50                     |                                              | --                                             |             | 52      | 
|Issuance of PeopleMed common stock for          |             
|intellectual property                           |              | --                     |                                              | --                                             |             | 25      | 
|Issuance of common shares for services, related |             
|party (see note 6)                              |              | 7                      |                                              | --                                             |             | 7       | 
|Net loss                                        |              | --                     |                                              | --                                             |             | --      | 
|                                                |              |                        |                                              |                                                |             |         | 
|Balances, December 31, 2002                     |              | 24,538                 |                                              | $245                                           |             | $34,599 | 
|                                                |              |                        |                                              |                                                |             |         | 

See
accompanying notes to the consolidated financial statements.

F-5

---

# GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS DEFICIT
(In
thousands)

|                                        | Common Stock | Additional     Paid-in | Warrants       and     Interest,      parent | Stock   options   issued       for     prepaid | Accumulated |         | 
|--------------------------------------- | ------------ | ---------------------- | -------------------------------------------- | ---------------------------------------------- | ----------- | ------- | 
|
|Balances, December 31, 2002             |              | 24,538                 |                                              | $245                                           |             | $34,599 | 
|Prepaid interest to parent company      |              | --                     |                                              | --                                             |             | --      | 
|(see note 2 )                           |             
|eBanker  warrants (see notes 3 and 5)   |              | --                     |                                              | --                                             |             | --      | 
|Stock options issued for prepaid        |             
|services                                |              | --                     |                                              | --                                             |             | --      | 
|Issuance of common shares for services, |             
|related party (see note 5)              |              | 7                      |                                              | --                                             |             | 7       | 
|Issuance of options to consultants      |              | --                     |                                              | --                                             |             | 25      | 
|Net loss                                |              | --                     |                                              | --                                             |             | --      | 
|                                        |              |                        |                                              |                                                |             |         | 
|Balances, December 31, 2003             |              | 24,545                 |                                              | $245                                           |             | $34,631 | 
|                                        |              |                        |                                              |                                                |             |         | 

See
accompanying notes to the consolidated financial statements.

F-6

---

# GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT
(In
thousands)

|                                           | Common Stock | Additionalpaid-in | Accumulated |      | 
|------------------------------------------ | ------------ | ----------------- | ----------- | ---- | 
|
|Balances, December 31, 2003                |              | 24,545            |             | $245 | 
|Issuance of Series BB Preferred Stock,     |             
|conversion to common shares                |             
|related party  (see  note 6)               |              | 675               |             | 7    | 
|Issuance of common shares for cash, net    |             
|of issuance costs of $61 thousand (see     |             
|note 6)                                    |              | 1,525             |             | 16   | 
|Issuance of options                        |              | --                |             | --   | 
|Issuance of common shares for services,    |             
|related party (see note 6)                 |              | 7                 |             | --   | 
|Dividends on Series AA Preferred Stock,    |             
|related party                              |              | --                |             | --   | 
|Dividend on Series BB Preferred Stock,     |             
|related party (see note 6)                 |              | --                |             | --   | 
|Issuance of common shares for entering     |             
|into a stock purchase agreement (see       |             
|note 6)                                    |              | 537               |             | 5    | 
|Exercise of warrants and options (see note |             
|6)                                         |              | 150               |             | 2    | 
|Issuance of common shares for services     |              | 26                |             | --   | 
|Issuance of warrants associated with       |             
|common stock purchase agreement            |              | --                |             | --   | 
|Net loss                                   |              | --                |             | --   | 
|                                           |              |                   |             |      | 
|Balances, December 31, 2004                |              | 27,465            |             | $275 | 
|                                           |              |                   |             |      | 
|                                           |              |                   |             |      | 

See
accompanying notes to unaudited condensed consolidated financial statements.

F-7

---

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

|                                                                | Year Ended December 31, |         |  
|--------------------------------------------------------------- | ----------------------- | ------- | -
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                         |         |  
|Net loss                                                        |                         | $  (766 | )
|Adjustments to reconcile net loss to net cash provided by       |                        
|operating activities:                                           |                        
|Depreciation                                                    |                         | 123     |  
|Amortization of software development costs                      |                         | 37      |  
|Amortization of financing costs, related party                  |                         | --      |  
|Issuance of common stock for payment of interest, related party |                         | --      |  
|Amortization of discount on note payable, related party         |                         | --      |  
|Issuance of common stock, options and warrants                  |                        
|For services and other                                          |                         | 31      |  
|Bad debt expense, (credit)                                      |                         | (12     | )
|Non-cash settlements                                            |                         | --      |  
|Changes in operating assets and liabilities:                    |                        
|Accounts receivable-trade                                       |                         | (457    | )
|Accrued revenues                                                |                         | (92     | )
|Prepaid expenses and other assets                               |                         | (98     | )
|Notes receivable, accrued interest                              |                         | (48     | )
|Accounts payable                                                |                         | (182    | )
|Accrued expenses                                                |                         | 239     |  
|Accrued payroll                                                 |                         | 49      |  
|Accrued compensated absences                                    |                         | 36      |  
|Deferred revenue                                                |                         | 1,396   |  
|                                                                |                         |         |  
|Net cash provided by operating activities                       |                         | 256     |  
|                                                                |                         |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |                        
|Purchases of equipment and fixtures                             |                         | (77     | )
|Notes receivable, related party                                 |                         | --      |  
|Issuances of notes receivable                                   |                         | --      |  
|Funded software development                                     |                         | --      |  
|Maturities of investments                                       |                         | --      |  
|Increase in capitalized software development costs              |                         | --      |  
|                                                                |                         |         |  
|Net cash used in investing activities                           |                         | (77     | )
|                                                                |                         |         |  

See
accompanying notes to the consolidated financial statements

F-8

---

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

|                                                           | Year Ended December 31, |           |  
|---------------------------------------------------------- | ----------------------- | --------- | -
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                      |                         |           |  
|Proceeds from note payable, related party                  |                         | $      -- |  
|Exercise of options and warrants for cash                  |                         | 67        |  
|Dividend payments Series AA Preferred Stock, related party |                         | (131      | )
|Principal payments under capital lease obligations         |                         | (7        | )
|Issuance of common stock for cash, net of offering costs   |                         | 549       |  
|Costs associated with preferred stock                      |                         | (7        | )
|                                                           |                         |           |  
|Net cash provided by financing activities                  |                         | 471       |  
|                                                           |                         |           |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       |                         | 650       |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR             |                         | 983       |  
|                                                           |                         |           |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR                   |                         | $ 1,633   |  
|                                                           |                         |           |  
|                                                           |                         |           |  

SUPPLEMENTAL
DISCLOSURES OF NONCASH TRANSACTIONS:

Cash
paid for interest in 2004, 2003 and 2002 was $265 thousand, $202 thousand, and
$9 thousand, respectively. Of the $265 thousand paid for interest in 2004, $259
thousand was paid to a related party. Of the $202 thousand in cash paid for
interest in 2003, $200 thousand was paid to Global Med International Holdings
Limited on behalf of Global Med China & Asia Limited. Of the $9 thousand
paid in interest in 2002, none was paid to a related party.

The
Company recognized expenses of approximately $9 thousand, $34 thousand, and $25
thousand for the years ended December 31, 2004, 2003 and 2002, respectively,
related to the issuance of options mainly for prepaid marketing and consulting
expenses. These amounts are classified in sales and marketing expenses in the
accompanying statement of operations. In 2002, Global Med issued 25 thousand
Global Med options and 25 thousand PeopleMed options as consideration for
current and future services to be provided to the Company. These options were
valued at $48 thousand. The expenses associated with these options are included
in the amounts documented above.

The
Company issued common shares to a related party for services valued at $7
thousand, $7 thousand and $7 thousand, for the years ended December 31, 2004,
2003, and 2002, respectively.

During
2004, the Company entered into a capital lease for equipment valued at $95
thousand.

The
Company issued 537 thousand restricted common shares valued at $309 thousand to
a third party for entering into a stock purchase agreement during 2004. See note
6 of the financial statements for further discussion.

The
Company issued 50 thousand warrants to purchase the same number of restricted
shares of common stock to a third party for their assistance in helping the
Company enter into the stock purchase agreement during 2004. See note 6 of the
financial statements for further discussion.

See
accompanying notes to the consolidated financial statements

F-9

---

The
Company issued approximately 26 thousand restricted common shares valued at $14
thousand to a third party as consideration for consulting during 2004.

The
Company converted approximately $60 thousand of accrued payroll and
approximately $224 thousand of accrued compensated absences into approximately
$284 thousand of Series BB Preferred Stock. The Preferred Stock Series BB was
converted into common shares in December 2004. See Note 6 of the financial
statements for further discussion.

The
Company issued 50 thousand shares of common stock and PeopleMed issued 25
thousand shares of common stock as consideration for intellectual property used
in the development of software during the year ended December 31, 2002. These
shares were valued at $77 thousand.

The
Company recognized $924 thousand in non-cash settlements during the year ended
December 31, 2003, and none in 2004 or 2002. The details of the non-cash
settlements are disclosed in Note 1 of the Consolidated Financial Statements,
under Non-Cash Settlements.

See
accompanying notes to the consolidated financial statements

F-10

---

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

NOTE
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF
BUSINESS

On May
23, 1995, The Wyndgate Group, Limited (Wyndgate) merged with
National MRO, Inc. (National MRO) 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. 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.

During
1999, Global Med Technologies, Inc. formed a subsidiary, PeopleMed.com, Inc.
(PeopleMed), a Colorado corporation, which is approximately 83%
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 allows doctors and other medical
employees access to a patients history. Approximately 13% of PeopleMed is
owned by certain officers and directors of Global Med Technologies, Inc. The
remaining 4% of PeopleMed common shares are owned by unaffiliated shareholders.
Global Med Technologies, Inc. and PeopleMed are referred to collectively as the
Company or Global Med. The Company operates in two
separate business segments (see note 10).

RELATED PARTIES

Global
Med is financed primarily through lending arrangements with Global Med
International Limited (GMIL). These lending arrangements were
originated by eBanker USA.com, Inc., (eBanker) transferred, along
with eBankers ownership in Global Med, to Global Med China & Asia
Limited (GMCAL) in October 2002, and then the lending arrangements
were transferred to GMIL in September 2003. Until November 28, 2001, eBanker was
a consolidated subsidiary of eVision International, Inc. (eVision).
eVision is majority owned by China Credit Holdings Limited (China
Credit formerly Heng Fung Holdings Limited)and its subsidiaries, Online
Credit Limited and Heng Fung Singapore Pte. Limited. Currently, GMCAL is a
shareholder of Global Med. Until November 2001, eVision was also a shareholder
of Global Med. eBanker through its subsidiary, GMCAL, is a shareholder of Global
Med. Additionally, eVision and GMCAL each hold warrants to acquire 1 million and
11.186 million shares, respectively, of Global Meds common stock with
exercise prices that range from $0.25-$0.50 per share. As discussed further
below in the accompanying financial statements, in November 2000, eBanker and
Global Med entered into a series of equity transactions that resulted in Global
Med becoming a consolidated subsidiary of eBanker and eVision effective November
2000.

On
November 28, 2001, the shareholders of eVision approved a transaction which
transferred certain of the assets of eVision to Online Credit as satisfaction of
the certain obligations eVision had with Online Credit. As a result, all of
Global Meds common shares held by eVision and all eBankers common
shares and warrants held by eVision were transferred to Online Credit.
Consequently, as of November 28, 2001, Global Med remained a consolidated entity
of eBanker for accounting purposes; however, eBanker was then directly
controlled by Online Credit instead of eVision.

During
2004, 2003 and 2002, eVision provided the Company with various support services.
The Company recognized $21 thousand, $48 thousand, and $52 thousand,
respectively, in general and administrative expenses related to these services.
As of December 31, 2004 and 2003, the Company had accrued $113 thousand and $92
thousand in accrued liabilities, respectively, on the balance sheets related to
these periods. During 2004, 2003, and 2002, the Company incurred $259 thousand,
$508 thousand, and $460 thousand, respectively, in interest charges from related
parties. Global Med International Holdings Limited (GMIHL) is a
subsidiary of eBanker. The Company incurred $0, $24 thousand, and $12 thousand
in interest charges from GMIHL during 2004, 2003 and 2002,
respectively. During 2004, 2003, and 2002, all of the Companys financing
costs were derived from arrangements with eBanker, GMCAL, GMIL or GMIHL.

F-11

---

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

As of
June 21, 2002, the Companys Board of Directors had independently approved
loans to a related party totaling $370 thousand. During the year ended December
31, 2002, the Companys Notes Receivable, related party balance, increased
$290 thousand to a total of $370 thousand as a result of funds advanced in the
form of promissory notes to this entity controlled by a director, now formerly a
director, of the Company, Jeff Busch. The notes bear interest at 12% per year
and mature in 2006. During the year ended December 31, 2001, the Company had
lent $80 thousand to this entity. In addition, the CEO and Chairman of Global
Med, Michael I. Ruxin, was also on the board of directors of this entity
controlled by Jeff Busch. Dr. Ruxin resigned as a director of the related entity
effective December 12, 2002. Jeff Busch resigned his position as a director of
the Company and PeopleMed effective December 12, 2002. As a result, Jeff Busch
and the entity controlled by Jeff Busch are no longer related parties of the
Company. On March 10, 2003 the Companys Board of Directors approved and
subsequently funded additional loans to the entity controlled by Jeff Busch in
the amount of $30 thousand.

Prior
to the fourth quarter of 2003, the Company, had a valuation allowance on all of
the interest income associated with the note receivable discussed above.
Although the financial status of the entity that was lent the $400 thousand
notes receivable did not warrant a reserve for the principal amount of the notes
receivable because the Company believed no impairment existed, no interest
income was recognized prior to the fourth quarter of 2003. Subsequent to the
year ended December 31, 2003, the Company, which prior to this had not received
any monies from the entity to whom the note receivable was lent, received $42
thousand from this entity for services to be performed. Based on the
improvements in the entities financial status and the receipt of monies from the
entity, the Company effectively removed the valuation allowance from the
interest income on the note receivable. The Company recognized $48 thousand in
interest on this note receivable during the year ended December 31, 2004. Of the
$81 thousand in interest income recognized in 2003, $27 thousand and $7 thousand
related to interest income for the years ended December 31, 2002 and 2001,
respectively.

As a
result of these transactions and relationships, the financial condition and
results of operations Global Med may not necessarily by indicative of those that
would have resulted if Global Med were unaffiliated with the related party
entities mentioned above.

BASIS OF
CONSOLIDATION

The
consolidated financial statements include the accounts of Global Med and its
majority-owned subsidiary. Intercompany accounts and transactions are eliminated
in consolidation. There is no minority interest reflected in the consolidated
balance sheets at December 31, 2004 and 2003 because PeopleMed had a
stockholders deficit.

USE OF ESTIMATES

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 financial statements, the Company considers all
highly liquid investments with original maturities of three months or less when
purchased to be cash equivalents.

F-12

---

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

CREDIT RISK AND
MARKET RISK

Accounts
receivable at December 31, 2004 and 2003 are derived from SafeTrace and from
SafeTrace Tx sales and related services to blood centers and blood center
service providers located in the United States and internationally. The
International amounts are not material. 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
Puerto Rico and sales are not concentrated in any geographic or economic region.
The Company also has international customers in Africa and Canada.
PeopleMeds customer is located in the State of Colorado.

ALLOWANCE FOR
UNCOLLECTIBLE ACCOUNTS RECEIVABLES AND ACCRUED REVENUES

The 
Company regularly evaluates the collectibility of its trade accounts receivable
and unbilled receivables balances based on a combination of factors. The Company
establishes a general reserve for accounts receivable. In addition, when a
customers account becomes past due, the Company initiates dialogue with
the customer to determine the cause. If it is determined that the customer will
be unable to meet its financial obligation, such as in the case of a bankruptcy
filing, deterioration in the customers operating results or financial
position or other material events impacting their business, the Company records
a specific reserve for bad debt to reduce the related receivable to the amount
it expects to recover given all information presently available. The Company
also records reserves for bad debt for all other customers based on certain
other factors including the length of time the receivables are past due and
historical collection experience with individual customers. If circumstances
related to specific customers change, our estimates of the recoverability of
receivables could materially change. The Companys allowance for
uncollectible accounts receivable and unbilled receivables totaled $113 thousand
and $125 thousand, respectively, at December 31, 2004 and 2003 and is included
on the consolidated balance sheet as a reduction of accounts receivable and
accrued revenues.

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 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, 2004 or 2003.

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
statements of operations.

F-13

---

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

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 three to four years. For the years ended December 31, 2004,
2003 and 2002, the Company recorded approximately $37 thousand, $344 thousand,
and $481 thousand, of amortization, of software development costs, respectively.
During the year ended December 31, 2003, the Company wrote down approximately
$77 thousand in costs associated with capitalized software development for
certain PeopleMed products. These costs related to the underlying protocols that
could be used in PeopleMeds software. The protocols were received in
January of 2002 and as of December 31, 2003 had not been incorporated into
PeopleMeds software, and the Company has no current plans to do so. This
expense was included in software amortization during 2003.

During
the years ended December 31, 2003 and 2004, the Company did not capitalize any
costs related to SafeTrace Tx. The Company discontinued capitalizing costs
related to this product during this period, because the remaining period for
amortizing software development costs was less than one year. The Company will
continue to not capitalize additional software development costs for SafeTrace
Tx until such time as the product life cycle is revised.

During
the year ended December 31, 2002, the Company received $149 thousand in funded
software development from a PeopleMed customer in conjunction with the
development of software for this customer. This funding reduced the capitalized
software development costs associated with this product. The Company did not
capitalize any software development costs for PeopleMed during 2004, as the
current product is deemed to be mature and enhancements are for an existing
customer under the terms of their support agreement.

NONCOMPETE
AGREEMENTS

In
1996, the Company entered into non-compete agreements with certain key
employees. The provisions of these non-compete agreements with these employees
have expired. At December 31, 2004 and 2003, $35 thousand remains payable
whenever sufficient cash flow, as defined, 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

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 assets approximate fair
value due to the short-term maturities of these items.

F-14

---

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

REVENUE
RECOGNITION

The  Company
recognizes  revenue in  accordance  with the  American  Institute  of  Certified  Public
Accountants  Statement of Position (SOP) No. 97-2, "Software Revenue
Recognition."

The 
Companys standard software license agreement for the Companys
products provides for an initial fee to use the product in perpetuity up to a
maximum number of users. Fees from software licenses are recognized as revenue
upon shipment, provided fees are fixed and determinable and collection is
probable. Fees from licenses sold together with consulting services are
generally recognized upon shipment provided that the above criteria have been
met, payment of the license fees is not dependent upon the performance of the
consulting services and the consulting services are not essential to the
functionality of the licensed software. In instances in which the consulting
services are not essential to the functionality of the software but payment of
the license fee is due at the earlier of the performance of specific consulting
services or the passage of time, the license fee is recognized ratably over the
anticipated period of performance of the services or ratably over the license
fee billing period, whichever is more readily determinable. If the consulting
services are essential to the functionality of the product or any portion of the
payment of the license fee is contingent solely upon the performance of
consulting services, license fees are recognized ratably over the anticipated
period of performance of the consulting services.

For
arrangements with multiple elements, we allocate revenue to each element of a
transaction based upon its fair value as determined by vendor specific
objective evidence. Vendor specific objective evidence of fair value for
all elements of an arrangement is based upon the normal pricing and discounting
practices for those products and services when sold separately and for software
license updates and product support services, is additionally measured by the
renewal rate offered to the customer. We may modify our pricing practices in the
future, which could result in changes in our vendor specific objective evidence
of fair value for these undelivered elements. As a result, our future revenue
recognition for multi-element arrangements could differ significantly from our
historical results.

If an
arrangement does not qualify for separate accounting of the software license and
consulting transactions, then new software license revenue is generally
recognized together with the consulting services based on contract accounting
using the percentage-of-completion method. Contract accounting is generally
applied to arrangements when services include significant modification or
customization of the software. Progress towards completion is generally measure
based on hours incurred versus projected total hours.

Certain
of the Companys contracts include warranties that provide for refunds of
all or a portion of the software license and or other fees in the event that the
Company is unable to provide maintenance services, for which there is a separate
fee, for the contractually prescribed period. Contracts with these provisions
are accounted for in accordance with the policies above.

The
Company provides consulting services that include implementation, training and
the performance of other services to its customers. Revenue from such services
is generally recognized ratably over the period during which the applicable
service is to be performed.

If the
Company enters into arrangements with a client requiring significant
customization of the software that is essential to the functionality of the
software, the Company recognizes revenue derived from the sale of licensed
software, sub-licensed software as the customization is performed, in accordance
with the AICPA Statement of Position 97-2, Software Revenue
Recognition.

Support
agreements generally call for the Company to provide technical support and
software updates, on a when-and-if-available basis to customers.
Revenue on technical support and software update rights is recognized ratably
over the term of the support agreement.

F-15

---

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

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

PeopleMed
has contracts that include fixed fee and per-member fees. The Company recognizes
revenues from these contracts as services are provided.

Non-Cash
Settlements

In
April 2003, the Company signed an agreement with its SafeTrace Tx development
partner, The Institute for Transfusion Medicine (ITXM), related to
ITXMs purchase of certain software from the Company. In addition to
certain cash consideration for the software purchase, ITXM agreed to relinquish
any rights that ITXM had to existing and future royalties. As of April 2003, the
Company owed ITXM approximately $121 thousand for royalties on the sale of
SafeTrace Tx. In addition, ITXM relinquished its right to receive future
royalties on SafeTrace Tx sales which were assessed at 4% of the net software
license fee. ITXM, as part of this agreement, also relinquished the right to
receive future upgrades and maintenance and support that were part of a January
1998 settlement agreement associated with the development of SafeTrace Tx. The
remaining value of these penalties as of the signing of the agreement was
approximately $267 thousand and was previously included in deferred revenue. As
a result, the Company recognized approximately $388 thousand in revenues as a
result of the reduction in liabilities associated with the delivery of certain
software to ITXM. Therefore, for the year ended December 31, 2003, approximately
$388 thousand in revenues related to this non-cash consideration is included in
the Companys statement of operations.

In
June 2003, the Company signed a settlement agreement (the Settlement
Agreement) with Ortho Clinical Diagnostics, Inc. (Ortho),
whereby by all of the Companys outstanding obligations to and from Ortho
were released. As a result, the Company was released from its obligation to
provide Ortho with $500 thousand in software development work for which it had
received payment from Ortho in 1997 as part of the exclusivity agreement the
Company signed with Ortho in 1997. In addition, the Company was released from
all other obligations to Ortho which included liabilities amounting to
approximately $36 thousand for sales distribution commissions. For the year
ended December 31, 2003, the Company recognized $500 thousand in revenues
associated with this Settlement Agreement and Orthos waiver of its right
to software development services and a reduction in sales and marketing expenses
of $36 thousand associated with the release of the Company from its obligation
to pay commissions to Ortho for prior sales. Therefore, for the year ended
December 31, 2003, approximately $500 thousand in revenues related to this
non-cash consideration is included in the Companys statement of
operations.

The
Companys Manufacturers Representative and Software Development
Agreement (OCD Agreement) signed with Ortho during June 1999 expired
in June 2003. The Company has no outstanding software development or marketing
agreements with Ortho at the present time.

On
December 19, 2002, Global Meds subsidiary, PeopleMed, signed a termination
agreement (the Termination Agreement) with a significant customer
(Significant Customer) to terminate the five (5) year Chronic
Disease Management Purchase Agreement between PeopleMed and the Significant
Customer that was set to expire on December 31, 2005. The Termination Agreement
is Effective December 1, 2002. As part of the Termination Agreement, the
Significant Customer paid PeopleMed a termination fee of $800 thousand. Of the
$800 thousand termination fee, an amount not to exceed $350 thousand was
potentially refundable to the Significant Customer in the event that the
Significant Customer provides PeopleMed with a replacement customer(s) that will
meet certain prescribed criteria which includes use of the Chronic Disease
Management software. In the event that the Significant Customer did not provide
a suitable replacement customer, the potential refund of $350 thousand, as
prescribed in the Termination Agreement, was to be reduced by $50 thousand per
month starting December 1, 2002 and terminating June 30, 2003. For the year
ended December 31, 2003, PeopleMed recognized $300 thousand in revenues related
to the Termination Agreement. For the year ended December 31, 2002, Global Med
recognized $500 thousand in revenues associated with this Termination Agreement.
The Significant Customer paid PeopleMed an $800 thousand termination fee as
follows: $350 thousand during 2002 and $450 thousand during 2003. No money was
refunded to the Significant Customer.

During
the year ended December 31, 2004, the Company signed an agreement whereby the
Company was paid $265 thousand to terminate an agreement. The Company recognized
approximately $145 thousand in maintenance revenue during the year ended
December 31, 2004, as a result of this agreement. In addition, general and
administrative expenses were reduced by the remainder.

RESEARCH AND
DEVELOPMENT

Research
and development costs are charged to expense as incurred. Research and
development funding by others is deferred and offset against capitalizable
costs. Funded research and development in excess of capitalizable costs is
recognized as contract research and development when the related product is
ready for commercial release.

F-16

---

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

SIGNIFICANT
CUSTOMERS

During
the year ended December 31, 2004, there were no customers who accounted for more
than 10% of revenues.

During
the year ended December 31, 2003, the Company had one Wyndgate customer that
accounted for $677 thousand or 10.4% of revenues. During the year ended December
31, 2002, the Company had one PeopleMed customer that accounted for 15.4% or
$1.022 million, of the Companys revenues. Of the $1.022 million in
revenues, $500 thousand was attributable to the customer terminating a five-year
contract with PeopleMed.

LOSS PER COMMON
SHARE

Basic
loss per common share excludes dilution and is computed by dividing loss by the
weighted-average number of common shares outstanding during the periods
presented. Diluted net loss per common share reflects the potential dilution of
securities that could participate in the earnings unless their effort is
antidilutive. Stock options, warrants outstanding and their equivalents are
included in diluted computations through the treasury stock method
unless they are antidilutive. Convertible securities are included in diluted
computations through the if converted method unless they are
antidilutive. Common share equivalents are excluded from the computation, as
their effect would be antidilutive. For the years ended December 31, 2004, 2003
and 2002 approximately 9.6 million, 1.2 million, and 4.2 million, equivalent
dilutive securities (primarily convertible preferred stock, common stock
options, and warrants), respectively, have been excluded from the
weighted-average number of common shares outstanding for the diluted net loss
per share computations as they are antidilutive.

STOCK BASED
COMPENSATION

At
December 31, 2003 the Company has several stock-based compensation plans, which
are described more fully in Notes 6 and 7. 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 for awards to employees 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
non-employees is accounted for at fair value under the provisions of SFAS No.
123. In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based CompensationTransition
and Disclosure (SFAS 148), which provides for alternative methods to
transition to the fair value method of accounting for stock options in
accordance with provisions of FASB Statement No. 123, Accounting for Stock
Based Compensation. In addition, SFAS 148 requires disclosure of the
effects of an entitys accounting policy with respect to stock-based
compensation on reported net income and earnings per share in annual and interim
financial statements. The transition provisions of SFAS 148 are currently not
applicable to us as we continue to account for stock-based compensation in
accordance with Accounting Principles Board Opinion No. 25.

F-17

---

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

Had
compensation cost for the Companys stock-based compensation plans been
determined consistent with SFAS No. 123, the Companys pro forma amounts
would have been as indicated in $(000s) except per share data:

|                                               | Year Ended December 31, |         |  
|---------------------------------------------- | ----------------------- | ------- | -
|
|Net loss as reported                           |                         | $  (766 | )
|Total  stock-based compensation expenses       |                        
|determined under fair value accounting, net of |                        
|tax effects                                    |                         | (1,257  | )
|                                               |                         |         |  
|Pro forma net loss under SFAS 123              |                         | $(2,023 | )
|                                               |                         |         |  
|                                               |                         |         |  
|Net loss per common share                      |                        
|As reported                                    |                         | $(0.05  | )
|Pro forma                                      |                         | $(0.08  | )
|Assumptions:                                   |                        
|Dividend Yield                                 |                         | --      |  
|Volatility factor                              |                         | 405     | %
|Risk free interest rate                        |                         | 4.23    | %
|Expected Life of Option (in years)             |                         | 10      |  

The
estimated value of the total options granted during the years ended December
31, 2004, 2003 and 2002 were $165 thousand, $46 thousand, and $1.612 million,
respectively.

The
estimated fair value compensation expense associated with the options granted
during 2004, 2003, and 2002, and their respective portions vesting were $13
thousand, $34 thousand, and $98 thousand, respectively, for the years ended
December 31, 2004, 2003 and 2002.

The
weighted-average estimated fair value of employee stock options granted during
2004, 2003, and 2002 were $0.55, $0.68, and $0.58, per share, respectively. For
purposes of pro forma disclosures, the estimated fair value of the options is
amortized to expense over the five year vesting period.

RECENTLY ISSUED
FINANCIAL ACCOUNTING STANDARDS

In
December 2004 the FASB issued revised SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS No. 123R), which replaces SFAS
No. 123, Accounting for Stock-Based Compensation, (SFAS
123) and supercedes APB Opinion No. 25, Accounting for Stock Issued
to Employees. SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on their fair values beginning with the first interim or annual
period after June 15, 2005, with early adoption encouraged. The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement recognition. Global Med is currently required to adopt
SFAS 123R in the third quarter of fiscal 2005, beginning July 1, 2005. Under
SFAS 123R, Global Med must determine the appropriate fair value model to be used
for valuing share-based payments, the amortization method for compensation cost
and the transition method to be used at date of adoption. The transition methods
include prospective and retroactive adoption options. Under the retroactive
option, prior periods may be restated either as of the beginning of the year of
adoption or for all periods presented. The prospective method requires that
compensation expense be recorded for all unvested stock options and restricted
stock at the beginning of the first quarter of adoption of SFAS 123R, while the
retroactive methods would record compensation expense for all unvested stock
options and restricted stock beginning with the first period restated. The
Global Med is evaluating the requirements of SFAS 123R and expects that the
adoption of SFAS 123R will have a material impact on the Companys
consolidated results of operations and earnings per share.  Global
Med has not yet determined the method of adoption or the effect of adopting SFAS
123R, and it has not determined whether the adoption will result in amounts that
are similar to the current pro forma disclosures under SFAS 123.

F-18

---

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

In December
2004 the FASB issued SFAS No. 153  Exchanges of  Nonmonetary  Assets - An Amendment
of APB Opinion No.  29. SFAS No. 153 amends APB Opinion  No. 29 to  eliminate  the
exception  for  nonmonetary  exchanges  of similar  productive  assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial  substance.  SFAS No. 153 is to be applied  prospectively for nonmonetary
exchanges occurring in fiscal  periods  beginning  after June 15, 2005. Our adoption of
SFAS No. 153 is not expected to have a material  impact on  our financial position or
results of operations.

Reclassifications

Certain
reclassifications have been made to the 2003 and 2002 financial statement to
conform to the 2004 presentation.

NOTE
2.  FINANCING AGREEMENTS, RELATED PARTY

Financing
Agreements With Related Parties

Debt
Conversion

Pursuant
to a Loan Restructuring and Restatement Agreement between Global Med and eBanker
of which GMIL is a subsidiary, dated November 19, 2000, as amended (the
Agreement), Global Med was required to repay $3.829 million, which
amount included all principal, interest and other charges due under the
Agreement (except for $96 thousand in extension interest payments and accrued
interest thereon due on July 1, 2004), on or before March 1, 2004. By an
Assignment dated July 4, 2002, eBanker assigned the Agreement to Global Med
International Holdings Limited (GMIHL), a subsidiary of eBanker and
parent company of GMIL. By an Assignment dated July 4, 2002, GMIHL assigned the
Agreement to GMIL. By an Assignment dated October 28, 2002, GMIL assigned the
Agreement to GMCAL, a subsidiary of GMIL. By an Assignment dated September 19,
2003, GMCAL assigned the Agreement to GMIL. Pursuant to a Loan and Promissory
Note between Global Med and GMIHL dated June 18, 2002, as previously amended
(the Note), Global Med was required to repay GMIHL $200 thousand,
which amount included all principal, interest and other charges due under the
Note (except for $12 thousand in extension interest payments due on July 1,
2004), on or before March 1, 2004. GMIHL has assigned the Note to GMIL. The
total debt owed by Global Med to GMIL under the Agreement and the Note (except
for the $96 thousand in extension interest payments and accrued interest thereon
due on July 1, 2004 and the $12 thousand in extension interest payments due on
July 1, 2004, referenced above) (the Debt) was $4.029 million
at December 31, 2003.

On
April 14, 2004, Global Med International Limited (GMIL) and Global
Med amended their existing financing agreements and entered into an agreement to
combine the outstanding $3.829 million and $200 thousand debt agreements. The
combined loan of $4.029 million was then separated into two parts: $529 thousand
was converted into debt (Remaining Debt) and $3.5 million was
converted into $1 par value Series AA Convertible Redeemable Preferred Stock
(Preferred Stock). (See note 6 for further discussion of the
preferred stock. ) The due date of the Remaining Debt is March 1, 2006. The
interest rate on the Remaining Debt is 15% per year and interest on this debt is
due and payable quarterly on March 1, June 1, September 1, and December 1 of
each year until the Remaining Debt is paid in full. The Remaining Debt is
secured by all of Global Meds assets and is subject to the outstanding
terms of November 19, 2000 financing agreement (Loan Agreement). As
of April 14, 2004, Global Med had paid GMIL $287 thousand of the $287 thousand
extension fee. At December 31, 2004, principal of $529 thousand and accrued
interest of $69 thousand was outstanding under the terms of the Remaining Debt
agreement.

F-19

---

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

Under
the terms of the Remaining Debt and Preferred Stock Agreements, the personal
guaranty of Dr. Michael I. Ruxin, the Companys Chairman and CEO, remains
in effect until both the Preferred Stock and Remaining Debt and any
related dividends or interest, respectively, are paid. Unless Global Med is in
default of the Remaining Debt or Preferred Stock agreements, Dr. Ruxins
personal guaranty is limited to the debt and related interest and will not
exceed $650 thousand and will remain in effect until the total Remaining Debt
has been fully paid or satisfied. The agreements also contain the following
provisions:

|o |  | Global Med agrees to register with the SEC all unregistered Global Med
shares and shares underlying derivatives regardless of the owner of the shares.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Registration of all Global Med Shares will be maintained and not allowed
to lapse.
|- |  | ----------------------------------------------------------------------------------

|o |  | Remaining
Debt and Preferred Stock are not satisfied unless  eliminated.
|- |  | ------------------------------------------------------------------------

|o |  | Any
future restructuring of the Remaining Debt or Preferred  Stock is not a satisfaction of
the Remaining Debt  or Preferred Stock unless specified in writing by GMIL.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | While any of the Remaining Debt or Preferred Stock is outstanding, the
Company has agreed not to incur any debt in excess of $100 thousand without the
written consent of GMIL.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
part of these agreements, Global Med agreed to indemnify GMIL and its
affiliates, including but not limited to GMCAL, GMIHL, eBanker, Online Credit
Limited, Heng Fung Singapore Ltd., and China Credit, and their employees,
officers, directors, and agents for any legal proceeding that results or stems
from GMILs conversion of this debt to Preferred Stock.

In
conjunction with the signing of the Remaining Debt and the Preferred Stock
Agreement, these agreements preserved the right of GMIL to appoint 5 of 9
members of Global Meds Board of Directors until the Remaining Debt and
Preferred Stock have been satisfied. Further, GMIL shall have the right to
select a replacement director for any member of the Borrowers Board of
Directors that was selected by Lender who resigned or otherwise fails to serve
as a director. Global Med agrees not to increase the number of directors above
nine except with GMILs written consent. If Global Med defaults on
the repayment of any amount borrowed under the financing agreements initiated
with eBanker, all of the Board of Directors of Global Med will be required to
resign and GMIL will have the right to appoint all new members.

NOTE
3.  RISKS AND UNCERTAINTIES

Global
Med designs, develops, markets and supports information management software
products for blood banks, hospitals, centralized transfusion centers and other
healthcare related facilities. Global Med currently has customers and recognizes
revenues from its proprietary products. However, the number of customers and
levels of revenue have not been sufficient for Global Med to attain profitable
operations. Global Med has incurred significant cumulative operating losses.
Additionally, Global Med currently has an accumulated shareholders
deficit. The ultimate success of Global Med is dependent upon a number of
factors such as increasing market acceptance of its products, the addition of
significant new customers and maintaining effective cost controls, none of which
is assured.

NOTE
4.  INCOME TAXES

The
Company has net operating loss carry forwards of approximately $23.4 million
which expire in the years 2008 to 2024. Net operating loss carry forwards of
approximately $21 million are subject to limitation under Section 382 of the
Internal Revenue Code due to the various changes in equity ownership during 2000
and 1999.

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

F-20

---

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

|                                                      | in ($000s) |        |  
|----------------------------------------------------- | ---------- | ------ | -
|
|Expected tax benefit                                  |            | $(273  | )
|Effect of permanent differences                       |            | 13     |  
|Change in valuation allowance for deferred tax assets |            | 302    |  
|State tax benefit, net of federal provision (benefit) |            | (25    | )
|Other                                                 |            | (17    | )
|                                                      |            |        |  
|Income tax expense                                    |            | $   -- |  
|                                                      |            |        |  
|                                                      |            |        |  

The
components of the deferred tax assets and liabilities as of December 31, 2004
and 2003 are as follows:

|                                               | in ($000s) |            
|---------------------------------------------- | ---------- | -----------
|
|Deferred tax assets:                           |            |            
|Net operating loss carry forwards              |            | $   9,253  
|Allowance for uncollectible accounts and notes |           
|Receivable                                     |            | 45         
|Unearned revenue and accrued expenses          |            | 1,224      
|                                               |            |            
|Gross deferred tax assets                      |            | 10,522     
|Valuation allowance                            |            | (10,515    
|                                               |            |            
|Net deferred tax assets                        |            | 7          
|Deferred tax liabilities:                      |           
|Capitalized software development costs         |            | 7          
|                                               |            |            
|Gross deferred tax liabilities                 |            | 7          
|                                               |            |            
|Deferred tax assets, net                       |            | $        --
|                                               |            |            
|                                               |            |            

In
assessing the realizability of deferred tax assets, management concluded that it
is not 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 $ 244 thousand, $262 thousand, and $254 thousand for the years
ended December 31, 2004, 2003 and 2002, respectively.

The
following represents the future minimum lease payments for all capital leases as
well as the non-cancelable operating leases at December 31, 2004 in ($000s):

F-21

---

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

|                                                        | CapitalLeases | OperatingLeases
|------------------------------------------------------- | ------------- | ---------------
|2005                                                    |               | $   26         
|2006                                                    |               | 26             
|2007                                                    |               | 26             
|2008                                                    |               | 26             
|2009 and thereafter                                     |               | 17             
|                                                        |               |                
|Total minimum lease payments                            |               | $ 121          
|                                                        |               |                
|                                                        |               |                
|Less amount representing interest                       |               | (33            
|                                                        |               |                
|Present value of minimum lease payments                 |               | $   88         
|Less current portion of obligation under capital leases |               | (14            
|                                                        |               |                
|Obligation under capital lease, less current portion    |               | $   74         
|                                                        |               |                
|                                                        |               |                

As of
December 31, 2004, the value of the Companys outstanding capital leases
included in the Companys balance sheet in equipment, furniture, and
fixtures, had an underlying cost of $95 thousand and accumulated depreciation of
$7 thousand.

NOTE
6.  STOCKHOLDERS EQUITY

Sales
of Common Stock

Private
Placements

During
the year ended December 31, 2004, the Company received net proceeds of $549,000
from the sale of 1.525 million shares of unregistered common stock. The price
per share price was $0.40. The Company filed a Form S-1 registration statement
to register these shares on December 6, 2004. As a result of the private
placement, the Company incurred issuance costs of approximately $61,000. In
addition, the Company issued 125,000 warrants to purchase unregistered common
shares of the Companys stock at $0.40 per share as part of this
transaction. The common shares underlying these warrants have piggyback
registration rights under certain conditions. The Company plans on using the
proceeds of the private placement for general working capital purposes.

During
2002, the Company received $50 thousand from a third party related to the sale
of approximately 111 thousand shares of the Companys common stock. In
conjunction with the sale of the common shares, the investor received the right
to approximately 27 thousand warrants to purchase the same number of common
shares of the Companys stock at $1.25 per share. These warrants are
exercisable for a period of five years from the date of issuance.

During
2002, the Company received $50 thousand from a director related to the sale of
approximately 111 thousand shares of the Companys common stock. In
conjunction with the sale of the common shares, the related party received the
right to approximately 27 thousand warrants to purchase the same number of
common shares of the Companys stock at $1.25 per share. These warrants are
exercisable for a period of five years from the date of issuance. These shares
were sold and warrants issued on the same terms as those sold to a third party.

During
2002, the Company incurred $3 thousand in fees related to the sale of common
shares for cash making the total cash received $97 thousand.

F-22

---

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

Preferred
Stock

Series
AA

On
April 14, 2004 GMIL and Global Med amended their existing financing agreements
and entered into an agreement to convert a portion of the outstanding debt
totaling $3.5 million into 3.5 million shares of Series AA Convertible
Redeemable Preferred Stock, as discussed in Note 11 in the Form 10-K in the
audited financial statements for the period ended December 31, 2003. For the
period from March 1, 2004 through February 28, 2005, the Series AA Preferred
Stock has a
dividend yield of 15%. On March 1, 2005, the dividend rate on the Series AA
Preferred Stock increases from 15% to 21%. During October 2004, the Company made
one dividend payment in the amount of approximately $131,000. The remainder of
the accrued dividend for the period from March 1, 2004 through February 28, 2005
will be paid in 2005. During 2005, the cash dividends are mandatory and due and
payable on March 1, June 1, September 1, and December 1 during each quarter
the Series AA Preferred Stock is outstanding. The Series AA Preferred Stock can
be converted by GMIL into common stock of the Company at any time at a
conversion rate of (2.222) shares of common stock for each share of Series AA
Preferred Stock. Therefore, the Series AA Preferred Stock is convertible into
approximately 7.777 million common shares. At any time after March 1, 2006, the
Series AA Preferred Stock is redeemable at GMILs option at $1 per share.
The Series AA Preferred Stock is mandatorily redeemable on March 1, 2009. If the
cash dividends on the Series AA Preferred Stock are not paid within thirty (30) days
after the end of the quarter, at GMILs option, GMIL will be paid in
additional Series AA Preferred Stock equal to the value of the outstanding
dividend, or common stock at the closing market price for ten (10) days
preceding GMILs election.

The
Series AA Preferred Stock can be converted into common stock at GMILs
option, and GMIL is not able to force redemption of the Series AA Preferred
Stock until March 1, 2006. The Company has classified the Series AA Preferred
Stock as Mezzanine Equity in these financial statements. The Company
will be required to review the classification of the Series AA Preferred Stock
on a quarterly basis to determine if the classification as Mezzanine Equity
remains appropriate. Such review could result in the Preferred Stock being
reclassified as debt prior to March 1, 2006.

Redemption
dates for the Preferred Series AA as of December 31, 2004: (in $000s)

|2005 | 2006 | 2007 | 2008 | 2009
|---- | ---- | ---- | ---- | ----
|
|--   |      | *    |      | *   
|    

*Preferred
Stock is redeemable at the holders option from the period from March 1,
2006 through February 28, 2009. On March 1, 2009, the Preferred Stock Series AA
is mandatorily redeemable.

Series
BB

On
April 14, 2004, the Companys Chairman and CEO, Michael I. Ruxin, M.D.,
agreed to convert his outstanding accrued vacation and accrued wages as of
February 29, 2004, with a book value of approximately $284 thousand, into
approximately 675 thousand shares of Series BB Preferred Stock (Series
BB). The Series BB has the following terms:

|o |  | Each Series BB share is convertible into one common share at the option of the
holder if Global Meds common stock closing price reaches $0.75 per share
on any day. During the third quarter ended September 30, 2004, the
Companys stock closed above $0.75 per share, and the Series BB became
convertible into the Companys common stock upon written notice by Dr.
Ruxin. As a result, the Company recorded a dividend of $28 thousand associated
with the beneficial conversion feature associated with the Series BB.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-23

---

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

|o |  | The Series BB is junior to the Series AA and senior to the common stock of the
Company and has a liquidation preference of $0.42 per share.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

All of
the Series BB Preferred Stock was converted into 675 thousand shares of common
stock on December 13, 2004.

Common
Stock Purchase Agreement

On
October 8, 2004, the Company entered into a common stock purchase agreement
(Purchase Agreement) with Fusion Capital Fund II, LLC (Fusion
Capital), a Chicago based institutional investor, whereby Fusion Capital
has agreed to purchase up to $8.0 million of common stock over a 32-month
period. Specifically, after the Securities & Exchange Commission has
declared effective a registration statement, each month Global Med has the right
to sell to Fusion Capital $12,500 of its common stock, per trading day, at a
purchase price based upon the market price of Global Meds common stock on
the date of each sale without any fixed discount to the market price. The
Purchase Agreement with Fusion Capital allows the Company to increase
Fusions daily purchase of common stock beyond the $12,500 amount under
certain circumstances. For each $0.10 increase in the price of the
Companys common stock over $0.75, the Company will have the right but not
obligation, to increase the amount purchased by Fusion Capital by $2,500 per
day. At the Companys sole option, Fusion Capital can be required to
purchase lesser or greater amounts of common stock, within certain ranges, each
month up to $8.0 million in the aggregate. The Company has the right to control
the timing and the amount of stock sold to Fusion Capital. Global Med also has
the right to terminate the agreement at any time without any additional cost.
Fusion Capital has agreed not to engage in any direct or indirect short selling
or hedging of the common stock in any manner whatsoever.

As
part of the execution of the Purchase Agreement, the Company issued
approximately 487 thousand shares of restricted common stock to Fusion Capital
prior to the any purchase of registered shares. In addition, under the terms of
the Purchase Agreement, the Company is required to reserve 10 million shares for
issuance to Fusion Capital. As Fusion Capital purchases the 10 million shares,
the Company will be required to issue an additional 487 thousand shares of
common stock ratably as these shares are purchased. The Board of Directors of
the Company approved this transaction on September 28, 2004.

On
July 7, 2004, the Company executed a preliminary agreement (Preliminary
Agreement) with Fusion Capital as a precursor to the Purchase Agreement.
As part of the Preliminary Agreement, the Company issued 50 thousand restricted
shares of common stock. In addition, the Company agreed to reimburse Fusion
Capital for $15 thousand in expenses associated with the transaction discussed
above. The Company paid Fusion Capital the $15 thousand in October 2004. The 487
thousand common shares due to Fusion Capital were considered constructively
issued on October 8, 2004. The 537 thousand common shares issued to Fusion
Capital were valued at $309 thousand based on the market value of the common
shares on the constructive date of issuance. This amount is currently in prepaid
expenses and other assets and are considered deferred offering costs on the
Companys December 31, 2004 balance sheet. On a pro rata basis, the Company
will reduce this amount as Fusion Capital purchases common shares under the
terms of the Purchase Agreement.

The
Company agreed to provide a third party with 50 thousand warrants to purchase
the same number of common shares of the Company with the execution of the
Purchase Agreement. The warrants are priced at $0.57 per share, the closing
price of the Companys stock on the date of execution of the Purchase
Agreement, October 8, 2004, and expire on October 8, 2009. These warrants were
valued at $29 thousand. In addition, the Company issued five-year warrants to
purchase 400 thousand shares of the Companys common stock at $0.49 per
share. These warrants are exercisable after the Company begins to receive
funding under the Purchase Agreement, and then only on a pro rata basis as the
Company receives up to $4 million in equity funding.

F-24

---

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

Options
and Warrants Exercised

During
the year ended December 31, 2004, 25 thousand options and 125 thousand warrants
were exercised to purchase the same number of the Companys common shares.
The Company received $67 thousand related to the exercise of these options and
warrants.

NOTE 7.  
STOCK OPTION PLANS, WARRANTS, AND STOCK COMPENSATION PLAN

The
Second Amended and Restated 1997 Stock Option Plan (Plan) provides for the
issuance of options to purchase up to 2.2 million registered 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. As of May
31, 2000, options could no longer be issued under this Plan. As of December 31,
2004, options to purchase 1.137 million shares of the Companys common
stock at a weighted average exercise price of $1.19 per share were outstanding
under the Plan, of which 1.137 million options to purchase shares were
exercisable at December 31, 2004.

In the
second quarter of 2001, the Company adopted the 2001 Stock Option Plan
(2001 Plan). The 2001 Plan as amended provides for the issuance of
options to purchase up to 10 million registered shares of common stock to
employees, officers, directors and consultants of the Company. Options may be
granted as incentive stock options or as nonqualified stock options. Only
employees of the Company are eligible to receive incentive options. The 2001
Plan expires on December 28, 2010. As of December 31, 2004, options to purchase
2.830 million shares of the Companys common stock at a weighted average
exercise price of $0.59 per share were outstanding under the 2001 Plan, of which
1.265 million options to purchase shares were exercisable at December 31, 2004.
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. During 2004, the Company issued 200 thousand stock options and 71
thousand options were cancelled under the 2001 Plan.

In
June 2003, the Companys Board of Directors approved the 2003 Stock Option
Plan (2003 Plan). The 2003 Plan provides for the issuance of stock
options exercisable to purchase up to 5 million shares of the Companys
common stock to employees, officers, directors and consultants. As of December
31, 2004, there were options to purchase 4.707 million shares under the 2003
Plan that were issued to such persons. The Company filed an S-8 registration
statement to register the 5 million shares issuable under the 2003 Plan in May
2004. The range of the exercise prices for these options is $0.45 to $2.50 per
share. The weighted-average exercise price of these options is $0.68 per share.
There were 4.607 million options exercisable under the 2003 Plan as of December
31, 2004. In 1999, the Board of Directors approved a grant of nonqualified
options, to purchase 1.5 million shares of the Companys common stock to
two officers of the Company. All of these options are exercisable at $0.5625 per
share for a period of ten years. These options are included in the 4.707 million
total above.

The
Company also periodically grants options to purchase shares of restricted common
stock. The shares underlying these options are not registered under the 1933
Act. As of December 31, 2004, there were options to purchase 220 thousand shares
of common stock at a weighted average exercise price of $2.08 per share through
2004 were outstanding, of which 212 thousand were exercisable at December 31,
2004.

The
following table presents the activity for options for the years ended as of
December 31:

F-25

---

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

|                               | 2004 | 2003      | 2002 |   |     |          
|------------------------------ | ---- | --------- | ---- | - | --- | ---------
|
|Outstanding, beginning of year |      | 8,754,942 |      | 0 | .76 | 8,911,942
|Granted                        |      | 300,000   |      | 0 | .55 | 68,000   
|Forfeited/cancelled            |      | (136,500  | )    | 0 | .64 | (225,000 
|Exercised                      |      | (25,000   | )    | 0 | .66 | --       
|                               |      |           |      |   |     |          
|Outstanding, end of year       |      | 8,893,442 |      | 0 | .75 | 8,754,942
|                               |      |           |      |   |     |          

*
Price reflects the weighted average exercise price.

The
following table presents the composition of options outstanding and exercisable
as of December 31, 2004:

|                        | Options Outstanding |           | Exercisable Options |         |    
|----------------------- | ------------------- | --------- | ------------------- | ------- | ---
|
|$   0.45 - 0.55         |                     | 194,000   |                     | $     0 | .47
|0.56- 1.00              |                     | 7,874,498 |                     | 0       | .65
|1.01 - 1.50             |                     | 279,000   |                     | 1       | .15
|1.51 - 2.00             |                     | 321,694   |                     | 1       | .78
|2.45 - 3.00             |                     | 210,750   |                     | 2       | .51
|3.75 - 3.75             |                     | 13,500    |                     | 3       | .75
|                        |                     |           |                     |         |    
|Total December 31, 2004 |                     | 8,893,442 |                     | 0       | .75
|                        |                     |           |                     |         |    

*Price
and life reflect the weighted average exercise price and weighted average
remaining contractual life, respectively.

Warrants

The
following summarizes the outstanding warrants to purchase shares of common stock
of Global Med for the years ended December 31, 2004, 2003 and 2002:

F-26

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

|                             | Number ofWarrants | WeightedAverageExercise Price
|---------------------------- | ----------------- | -----------------------------
|Balance at December 31, 2001 |                   | 14,832,318                   
|Issued                       |                   | 53,300                       
|Cancelled                    |                   | (262,800                     
|                             |                   |                              
|Balance at December 31, 2002 |                   | 14,622,818                   
|Cancelled                    |                   | (1,595,288                   
|                             |                   |                              
|Balance at December 31, 2003 |                   | 13,027,530                   
|Issued                       |                   | 575,000                      
|Exercised                    |                   | (125,000                     
|Cancelled                    |                   | (187,800                     
|                             |                   |                              
|Balance at December 31, 2004 |                   | 13,289,730                   
|                             |                   |                              
|                             |                   |                              

Of the
warrants outstanding as of December 31, 2004, 12.186 million belong to related
parties. All of the outstanding warrants are exercisable with exercise prices
that range from $0.25 to $1.25 per share and expire in the years 2007 to 2011.

During
2002, the Company granted approximately 53 thousand warrants in conjunction with
the sale of common stock. See Note 6 for further discussion.

During
2004, the Company issued 575 thousand warrants in conjunction with the sale of
common stock. See note 6 for further discussion.

During
2004, 125 thousand warrants were exercised for cash proceeds of $50 thousand.

Stock
Compensation Plan

In 
2000, the Company issued 30 thousand shares of common stock to a third
party for services under the stock compensation plan and authorized the issuance
of 35 thousand shares to a Director of the Company in his role as active Acting
Principal Financial and Accounting Officer and Treasurer. Of the 35 thousand
authorized shares as of December 31, 2000, 28 thousand were issued as of
December 31, 2004. The remaining shares will be issued at a rate of 7 thousand
per year as they are earned. The market value of the shares that had been issued
or authorized was $65 thousand, based on quoted market prices. During the years
ended December 31, 2004, 2003 and 2002, the Company recognized $8 thousand, $7
thousand, and $7 thousand, respectively, in the statement of operations
associated with the 35 thousand shares authorized in the year ended December 31,
2000 to be issued to a director in his role as Acting Principal Financial and
Accounting Officer and Treasurer. Mr. Cook resigned as Acting Principal
Financial and Accounting Officer and Treasurer in February of 2004.

F-27

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

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 2004, 2003 or 2002.

NOTE
9.  COMMITMENTS AND CONTINGENCIES

The
Company is charged a royalty on applicable SafeTrace Tx revenues. In April 2003,
the Company entered into an agreement with its SafeTrace development partner
whereby all unpaid royalties and all future royalties of SafeTrace Tx sales were
waived. See Note 1 for further discussion. Royalty expenses were approximately
$0, $6 thousand, and $12 thousand for the years ended December 31, 2004, 2003
and 2002, respectively, and are included in cost of revenues in the accompanying
statement of operations. Future royalties will be approximately 3% of applicable
SafeTrace revenues. The Company is charged a commission by its marketing
partners for sales on applicable SafeTrace Tx revenues. During the year ended
December 31, 2003, the Company recognized a reduction in commissions charged by
its marketing partners of $36 thousand associated with a Settlement Agreement
which are included in sales and marketing expenses. See Note 1 for further
discussion. During the year ended December 31, 2003, the Company recognized a
reduction in these commission expenses of $28 thousand. During the year ended
December 31, 2002, the Company recognized commissions expense of $26 thousand
which is included in sales and marketing expenses in the accompanying statement
of operations.

The
Company has certain operating and capital lease obligations outstanding as of
December 31, 2004. The obligations associated with these operating and capital
leases are more fully described in note 5.

NOTE
10.  BUSINESS SEGMENT INFORMATION

The
Company classifies its products into two core business segments: Wyndgate and
PeopleMed. Wyndgate develops, markets and supports blood tracking systems to
assist community blood centers, hospitals, plasma centers and outpatient clinics
in the United States. in complying with the quality and safety standards of the
FDA for the collection, transfusion, and management of blood and blood products.
PeopleMed offers chronic disease management as an Application Service Provider
(ASP). PeopleMeds systems use 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.

The segment
information for the years ended December 31, 2004 and 2003 has not been
presented, as PeopleMeds financial results were not significant to the
Company for these periods. The segment information for the year ended December
31, 2002 has been presented as it was significant to this period.

F-28

---

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

|                                   | Year Ended December 31, 2002(In thousands) |          |  
|---------------------------------- | ------------------------------------------ | -------- | -
|
|Revenues                           |                                            | $ 5,527  |  
|                                   |                                            |          |  
|                                   |                                            |          |  
|Income (loss) from operations      |                                            | (451     | )
|Interest income                    |                                            | 15       |  
|Interest expense, including        |                                           
|related party                      |                                            | (481     | )
|Financing costs to a related party |                                            | (255     | )
|                                   |                                            |          |  
|Net loss                           |                                            | $(1,172  | )
|                                   |                                            |          |  
|                                   |                                            |          |  
|Depreciation and amortization      |                                            | $    136 |  
|                                   |                                            |          |  
|                                   |                                            |          |  
|Capital expenditures               |                                            | 185      |  
|                                   |                                            |          |  
|                                   |                                            |          |  
|Identifiable assets as of          |                                           
|December 31, 2002                  |                                            | 2,446    |  
|                                   |                                            |          |  
|                                   |                                            |          |  

NOTE 11.  
SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The
following table sets forth certain unaudited quarterly results of operations for
each of the quarters in the years ended December 31, 2004 and 2003. In
managements opinion, this unaudited information has been prepared on the
same basis as the audited consolidated financial statements and includes all
adjustments necessary for a fair presentation of the information for the
quarters presented, when read in conjunction with the Companys
Consolidated Financial Statements and Notes thereto, included elsewhere in this
Form 10-K. During the three months ended March 31 and June 30, 2003, the Company
recognized $150 thousand in each of these quarters related to a termination fee
associated with a significant PeopleMed customer. During the three months ended
December 31, 2004, the Company received a contract termination fee in the amount
of $265 thousand from a customer. As a result of this termination fee, the
Company recognized $145 thousand in maintenance revenue during this period and
general and administrative expenses were reduced by $120 thousand. During the
three months ended June 30, 2003, the Company recognized $388 thousand related
to non-cash consideration in the form of a reduction of liabilities that the
Company owed to a customer. In addition, during the three months ended June 30,
2003, the Company recognized $500 thousand related to non-cash settlements from
one of its marketing partners whereby the Company was released from its
obligation to perform services in accordance with the terms of prior agreements.
See Note 1 of the consolidated financial statements for further discussion of
these non-cash transactions. During the three months ended June 30, 2003, the
Company had fully amortized the outstanding capitalized software development
costs for SafeTrace Tx. During the three months ended December 31, 2003, the
Company wrote down approximately $77 thousand in costs associated with
capitalized software development for certain PeopleMed products. These costs
related to the underlying protocols that could be used in PeopleMeds
software. The protocols were received in January of 2002 and as of December 31,
2003 had not been incorporated into PeopleMeds software, and the Company
has no current plans to do so. This expense was included in software
amortization during 2003. Amortization of capitalized software costs is included
in cost of revenues in the accompanying statements of operations.

F-29

---

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

Included
in the results for the three months ended December 31, 2003, the Company
recognized $81 thousand in interest income from an outstanding note receivable.
Prior to this period, effectively, the Company had a valuation allowance against
the accrued interest. Of the $81 thousand in interest come, $69 thousand related
to prior periods. The Company reversed this valuation allowance based on
improvements in the financial status of the party to the note receivable. See
the RELATED PARTIES of Note 1 of the consolidated financial
statements for further discussion.

The
Company believes that quarter-to-quarter comparisons of its financial results
are not necessarily meaningful and should not be relied upon as an indication of
future performance.

F-30

---

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

# (In
thousands, except share and per share information)

|                                          | Quarters Ended 2004 |             |   |          
|----------------------------------------- | ------------------- | ----------- | - | ---------
|
|Revenues                                  |                     | $   2,277   |   | $   1,794
|Cost of revenues                          |                     | 666         |   | 587      
|                                          |                     |             |   |          
|Gross profit                              |                     | 1,611       |   | 1,207    
|                                          |                     |             |   |          
|Operating expenses:                       |                    
|General and administrative                |                     | 606         |   | 644      
|Sales and marketing                       |                     | 526         |   | 377      
|Research and development                  |                     | 269         |   | 236      
|Depreciation and software amortization    |                     | 46          |   | 41       
|                                          |                     |             |   |          
|Total operating expenses:                 |                     | 1,447       |   | 1,298    
|                                          |                     |             |   |          
|Income (loss) from operations             |                     | 164         |   | (91      
|Interest income                           |                     | 13          |   | 13       
|Interest expense, including related party |                     | (24         | ) | (21      
|                                          |                     |             |   |          
|Income (loss) before income taxes         |                     | $      153  |   | $     (99
|Provision for income taxes                |                     | --          |   | --       
|                                          |                     |             |   |          
|Net income (loss)                         |                     | $      153  |   | $     (99
|Preferred dividend, related party         |                     | (131        | ) | (159     
|                                          |                     |             |   |          
|Net loss attributable to common           |                    
|shareholders                              |                     | $        22 |   | $    (258
|                                          |                     |             |   |          
|                                          |                     |             |   |          
|Basic and diluted income (loss)           |                    
|per common share                          |                     | $     0.00  |   | $  (0.01 
|                                          |                     |             |   |          
|                                          |                     |             |   |          
|Weighted average number of common shares  |                    
|outstanding                               |                    
|Basic                                     |                     | 26,773      |   | 26,116   
|                                          |                     |             |   |          
|                                          |                     |             |   |          
|Diluted                                   |                     | 35, 029     |   | 26,116   
|                                          |                     |             |   |          
|                                          |                     |             |   |          

F-31

---

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

# (In
thousands, except share and per share information)

|                                          | Quarters Ended |           |   |          
|----------------------------------------- | -------------- | --------- | - | ---------
|
|Revenues                                  |                | $   1,417 |   | $   1,279
|Cost of revenues                          |                | 589       |   | 540      
|                                          |                |           |   |          
|Gross profit                              |                | 828       |   | 739      
|                                          |                |           |   |          
|Operating expenses:                       |               
|General and administrative                |                | 548       |   | 525      
|Sales and marketing                       |                | 400       |   | 342      
|Research and development                  |                | 166       |   | 150      
|Depreciation and software amortization    |                | 122       |   | 40       
|                                          |                |           |   |          
|Total operating expenses:                 |                | 1,236     |   | 1,057    
|                                          |                |           |   |          
|Income (loss) from operations             |                | (408      | ) | (318     
|Interest income                           |                | 82        |   | --       
|Interest expense, including related party |                | (151      | ) | (150     
|Financing costs to related party          |                | --        |   | --       
|                                          |                |           |   |          
|Income (loss) before income taxes         |                | $    (477 | ) | $    (468
|Provision for income taxes                |                | --        |   | --       
|                                          |                |           |   |          
|Net income (loss)                         |                | $    (477 | ) | $    (468
|                                          |                |           |   |          
|                                          |                |           |   |          
|Weighted average shares outstanding:      |               
|Basic                                     |                | 24,545    |   | 24,545   
|                                          |                |           |   |          
|                                          |                |           |   |          
|Diluted                                   |                | 24,545    |   | 24,545   
|                                          |                |           |   |          
|                                          |                |           |   |          
|Net income (loss) per share-basic and     |               
|diluted                                   |                | $  (0.02  | ) | $  (0.02 
|                                          |                |           |   |          
|                                          |                |           |   |          

Note: There
were no dividends accrued or paid for the year ended December 31, 2003.

F-32

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