# 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, 2003

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
         (State or other jurisdiction of
         incorporation or organization) | 84-1116894
             (I.R.S. Employer
             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    [  ]
      No   [X]

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 April
13, 2004; $5,534,300 based on the closing
bid priceof$0.46 per share as of that date. Shares of common stock,
$.01 par value, outstanding as of April 13, 2004:
24,552,296.

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.

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# GLOBAL
MED TECHNOLOGIES, INC.
FORM 10-K
DECEMBER 31, 2003

# 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 17% by third parties including certain
executive officers and directors  of Global Med Technologies, Inc.  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 10.4% owned by Heng Fung Holdings Limited
(Heng Fung) and its subsidiaries, Online Credit Limited
(Online Credit) 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 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
sharesand 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 and certain other subsidiaries of Heng Fung provide various management,
legal and accounting support services to Global Med. See the discussion of these
related party transactions in Notes 1 and 2 in the accompanying consolidated
financial statements.

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

The
Company designs, develops, markets and supports information management software
products for blood banks, hospitals, centralized transfusion centers and other
health care related facilities. Revenues are derived from the licensing of
software, 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 Safe Trace® 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 (FDA) for the collection and management of blood and
blood products.

The
Company has two main products in its Wyndgate division: SafeTrace 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 will track, inventory, bill and document all activities
with blood products from the time blood products are received in inventory to
the time the blood products are used or returned to blood centers. 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. Safe Trace Tx
received FDA clearance on January 29, 1999.

The
Company 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. See the statement of operations and
section SOFTWARE DEVELOPMENT COSTS in Note 1 in the accompanying
consolidated financial statements.

In
1999, the Company 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. See Note 10, BUSINESS SEGMENT INFORMATION in
the accompanying consolidated Financial Statements.

All of
the Companys revenues were generated from providing products and services
to end users located throughout the United States and Puerto Rico.

Competition

Currently,  the
Company is aware of two primary  competitors  to its  SafeTrace  software  product:
MAK-SYSTEM  Corp.  in France,  and  MEDIWARE  INFORMATION  SYSTEMS,  Inc. in the United
States. There are four primary competitors in the United States to its SafeTrace Tx
product,  Misys plc., MEDIWARE Information  Systems,  Inc., SCC Soft Computer and Cerner
Corp. Some of these competitors are larger and  have greater resources than the Company.

The
Company believes it is able to compete on the basis of the capabilities of the
technology currently available in SafeTrace and SafeTrace Tx.

Dependence
on Major Customers

As of
March 15, 2004,the Company, through its Wyndgate division, had 34 SafeTracecustomers and 68 SafeTrace Tx customers with approximately 128 sitesin the United States. It intends to continue to target domestic and
international blood centers, plasma centers and hospital donor and transfusion
centers.

During
2003, the Company had one customer, the Institute for Transfusion Medicine, that
accounted for 10.4%, or $677 thousand of the Companys revenues.

During
the year ended December 31, 2002, the Company had one 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. See Note 1 of the consolidated financial
statements for discussion. During the year ended December 31, 2001 there were no
customers accounting for more than 10% of revenues.

4

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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 SafeTrace 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, 2003, 2002, and 2001, the Company expensed $6 thousand, $12
thousand, and $46 thousand, respectively, and are included in the cost of
revenues in the statement of operations. The Company has accrued but not paid
any royalties for the years ended December 31, 2003, 2002, or 2001. 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 agreed to make royalty payments to ITXM, based
on a percentage of Wyndgates SafeTrace Tx license fees paid. The royalty
amounts are computed as a percentage of net software license fees. The Company
did not pay any royalties for the years ended December 31, 2003, 2002 or 2001.
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
consolidated financial statements for further discussion.

OrthoClinical
Diagnostics, Inc. In 1996, the Company entered into an Exclusivity and
Software Development Agreement (the Exclusivity Agreement) with
Ortho-Clinical Diagnostics, Inc. (OCD), successor to Ortho
Diagnostic Systems Inc., a wholly owned subsidiary of Johnson & Johnson. The
Exclusivity Agreement provided OCD the exclusive right to negotiate with the
Company with respect to the Companys activities and developments in
information technology and intellectual property relating to donor and
transfusion medicine. In connection with this agreement, the Company received
$500 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, the Company received a request from OCD to continue its evaluation of  the Companys
technology, on a non-exclusive  basis, with the intent  of responding to the
Company by July 14, 1997 regarding whether or not OCD would  propose some form of  transaction
with the Company. The Company received  an additional $500 thousand from OCD during 1997
which was recorded as  deferred revenue until the Company provided the software
development services  as defined in the Exclusivity Agreement. The  Company
finalized the  Manufacturers Representative and Software Development Agreement (OCD
Agreement) during June 1999  making OCD the exclusive  in-vitro diagnostics
manufacturers representative for the SafeTrace  Tx product in defined  territories
around the world. The total of $1  million was included in deferred revenue as of
December 31, 1998. The Company   recognized $500 thousand ratably over the term of
the 22 month contract  which ended in June of 2001. The Company 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, the Company signed a settlement agreement (the Settlement  Agreement)
with Ortho Clinical Diagnostics, Inc. (Ortho),  whereby 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 the Settlement  Agreement and Orthos waiver of its right to
software development services.  In  addition, the Company reduced sales and
marketing expenses by $36  thousand as a result the release of the Company from its  obligation
to  pay commissions to Ortho for prior sales.

The OCD
Agreement was 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.

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

5

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Sysmex Infosystems
America, Inc. During 2000, the Company entered into a  non-exclusive marketing and
support agreement with Sysmex Infosystems  America, Inc. (SIA). Under
this agreement, SIA will market the  Companys blood bank products on a preferred
basis. The Company  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.

Triple G
Systems Group, Inc.During 2000, the Company entered into a non-exclusive  marketing
and support agreement (the Non-Exclusive Agreement  #2) with Triple G
Systems Group, Inc. (Triple G). Triple G,  under the Non-Exclusive Agreement
#2, will market the Companys  SafeTrace Tx products on a preferred basis.
The Company 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.In November 2000, the Company, 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, the  Company 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.

Cardiovascular Disease
Management, LLC.In May 2001, the Company, through its PeopleMed  subsidiary, entered
into a development and non-exclusive marketing  agreement with Cardiovascular
Disease Management (CVDM). Under the  terms of this agreement, the Company
will pay CVDM a royalty for all  sales of PeopleMeds products that use CVDMs
protocols.

Misys Hospital
Systems, Inc.In June 2003, the Company entered into a non-exclusive  marketing and
support agreement with Misys Hospital Systems, Inc.  (Misys). In the
Agreement, the Company 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.  The Company 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. The
Company will pay  a commission to Misys based on the software license fee for
each sale  Misys has facilitated. The initial term of the agreement is for one year from
the signing date of this agreement with successive one-year terms if  neither
party gives written notice of termination.

McKesson
Information Solutions LLC.On September 2, 2003, 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.

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.

6

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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.

The
initial term of the McKesson Agreement is for five (5) years with automatic one
(1) year renewals if neither party gives notice of termination.

Paratech,
LLC. In December 2003, the Company, through its PeopleMed subsidiary,
entered into a non-exclusive marketing agreement with Paratech, LLC.
(Paratech). Under the terms of this agreement, the Company 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, the Company 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, the Companys
Wyndgate division received notification from the FDA of its finding of
substantial equivalence of SafeTrace. This determination provides a
510(k) clearance and permits the Company to continue to market SafeTrace. On
January 29, 1999, the 510(k) clearance was received for SafeTrace Tx.

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

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, the Company 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 the Companys products. The Company believes
that the proposed standards issued to date would not materially affect the
business of the Company. The Company cannot determine the potential impact of
the standards that might finally be adopted.

7

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FINANCING
AGREEMENTS WITH RELATED PARTIES

In
April 1998, Global Med entered into financing agreements with Online Credit and
Fronteer Capital, Inc. (Fronteer Capital), a subsidiary of eVision.
Online Credit committed to extend a line of credit in the amount of $1.5 million
and Fronteer Capital committed to extend $1.65 million under separate
agreements. The interest rate under both agreements was 12% per annum. In
consideration for the commitments, Global Med issued Online Credit and Fronteer
Capital warrants to purchase 6 million and 1 million shares, respectively, of
Global Med common stock exercisable at $0.25 per share. Fronteer Capital was
granted an additional warrant to acquire 5 million shares of Global Med common
stock at $0.25 per share upon the initial borrowing under the financing
agreement. Additionally, Online Credit was granted the right to appoint five
members to the Board of Directors of Global Med so long as there are any amounts
outstanding under its original agreement. Online Credit has appointed such
members to the Board of Directors of Global Med. In the event of default,
amounts due under these commitments were convertible into common shares of
Global Med at $0.05 per share.

In
October 1998, eBanker and Global Med agreed to an assignment of the loan
commitment from Fronteer Capital, excluding the warrant to purchase 1 million
shares of common stock issued in connection with the commitment. Global Med
issued eBanker a warrant to purchase 5 million shares of Global Med common stock
at $0.25 per share upon initial borrowing under the financing agreement in
October 1998. Additionally, in October 1998, eBanker purchased from Online
Credit $1 million of its $1.5 million total notes receivable from Global Med and
a warrant to purchase 4 million shares of common stock of Global Med at $0.25
per share for a total purchase price of $1.1 million.

As of December
31, 1998, Global Med owed eBanker the $1.65 million under Fronteer
Capitals original financing agreement, plus the $1 million under Online
Credits original financing agreement, for a total of $2.65
million.

Additionally,
as of December 31, 1998, Global Med owed Online Credit $500 thousand under its
financing agreement. Amounts borrowed under these agreements were initially due
in April 1999.

In
March 1999, Online Credit exercised its remaining 2 million warrants in
cancellation of the remaining $500 thousand it had extended to Global Med.
Additionally, eBanker extended the due date for the $2.65 million outstanding
under its financing agreements with Global Med until April 15, 2000. In
consideration for the extension, Global Med paid eBanker a 2% fee in the form of
42.4 thousand shares of Global Med common stock and the default conversion
feature of the loans was increased from $0.05 per share to $0.25 per share.

In
March 1999, eBanker extended a $750 thousand bridge loan to Global Med due in
December 1999. The outstanding bridge loan balance was convertible into common
shares of Global Med at the rate of $1.13 per share. The bridge loan bore
interest at 12% and eBanker was paid a 2% commitment fee in the form of
approximately 13 thousand shares of Global Meds common stock.

In
April 1999, Online Credit entered into a bridge loan commitment with Global Med
for $2 million due in April 2000. The outstanding bridge loan balance was
convertible into shares of Global Med at the rate of $1.15 per share. The bridge
loan bore interest at 12% and Online Credit was paid a 5% commitment fee in the
form of approximately 87 thousand shares of Global Meds common stock.

In
October 1999, Online Credit, as agreed to by Global Med, assigned to eBanker its
$2 million bridge loan commitment to Global Med and transferred to eBanker the
87 thousand shares of Global Med common stock issued in consideration for the
loan commitment to eBanker. Also in October 1999, eVision and eBanker entered
into a lock up agreement whereby Global Med issued 50 thousand and 450 thousand
shares of its common stock to eVision and eBanker, respectively, in
consideration for eVision and eBanker agreeing to restrict sales of their
holdings of Global Med common stock and warrants for a period of one year.

In
December 1999, the $750 thousand bridge loan was extended to September 2000. In
consideration for the extension, eBanker received a 2% fee in the form of 13
thousand shares of Global Med common stock and the conversion rate was reduced
from $1.15 per share to $0.50 per share.

8

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At
December 31, 1999, $4.4 million was outstanding under eBankers financing
agreements with Global Med and $1 million remained available under the bridge
loan commitment of eBanker.

In
April 2000, the $2.65 million loans and the $2 million bridge loan were extended
to January 2001. Under the terms of the extension, if the loans were not repaid
by January 2001, they would automatically extend to April 2001, the conversion
features would be eliminated and eBanker would be granted warrants to acquire
Global Med common stock at $0.50 per share. The number of warrants to be issued
would be based on the total principal and interest outstanding divided by the
exercise price of $0.50 per share. A conversion feature was added to the $2.65
million loans that entitled eBanker to convert the loans into shares of Global
Med common stock at a rate of $1.68 per share. Additionally, the $750 thousand
bridge loan was extended to January 2001. In consideration for these extensions,
eBanker was paid a 2% fee in the form of 160 thousand shares of Global Med
common stock.

In
November 2000, eBanker agreed to exercise warrants to purchase 8 million shares
of common stock of Global Med at $0.25 per share in exchange for canceling $2
million of its notes receivable from Global Med. The remaining $3.4 million
outstanding under the various financing agreements and accrued interest of
$428.7 thousand were combined into one agreement and the due date was extended
to July 1, 2001. Global Med agreed to pay interest of 12% per annum on a
semi-annual basis, with the first interest payment due May 19, 2001. The 8
million shares of common stock were issued on February 28, 2001 and were
considered outstanding as of November 19, 2000. In consideration for the
extension of the remaining principal and interest, eBanker received a fee of 5%
payable in 197.6 thousand shares of common stock of Global Med. As the principal
and interest were not paid in full by July 1, 2001, the due date of the
principal automatically extended to July 1, 2003 and Global Med issued eBanker
warrants to acquire up to 10.186 million shares of Global Med common stock with
an exercise price of $0.50 per share. The outstanding loan balance was
convertible into the common stock of Global Med at eBankers option at a
rate of $1.00 per share through June 30, 2001 at which time the conversion
option expired. Additionally, until June 30, 2003 upon the occurrence of certain
events related to a certain contract Global Med was negotiating, Global Med had
the right, in its discretion, to put its shares of common stock worth up to $1.5
million to eBanker at $0.50 per share in the form of exchanging debt for common
stock. The default conversion rate under this extension is $1.00 per share. As
consideration for this provision, eBanker was issued 500 thousand restricted
shares of Global Med common stock. As a result of these transactions, eBanker
obtained control of Global Med and Global Med was reflected in eBankers
consolidated financial statements as a consolidated subsidiary effective
November 19, 2000.

The
financing agreements are secured by all of Global Meds assets including
its shares in PeopleMed and the assets of PeopleMed and Global Med, including
intellectual property. As part of the November 19, 2000 Loan Agreement, the
personal guarantee of Dr. Michael I. Ruxin, as dated August 12, 1998, and
assigned to eBanker, was reduced from $1.5 million to $650 thousand, plus pro
rata accrued interest. The personal guarantee is limited to certain of Dr.
Ruxins assets. As part of the November 19, 2000 Financing Agreement,
Global Med agreed to register and maintain registration for all present and
future shares including underlying warrants, belonging to eBanker. Global Med
may file a registration statement for the commons shares underlying these
warrants during 2004. If Global Med defaults on the repayment of any amount
borrowed under financing agreements , all existing members of the board of
directors of Global Med will be required to resign and GMCAL will have the right
to appoint all new members.

At December
31, 2000, principal of $3.829 million and accrued interest of $54 thousand
were outstanding under the financing agreements between eBanker and
Global Med and there were no remaining amounts available under the commitment
agreement.

On March
22, 2001, Global Med and eBanker entered into an interest payment option
agreement that provided that Global Med have the option, with five days prior
written notice, to elect and pay to eBanker, before July 1, 2001, Global
Meds entire interest payment calculated for the life of loan agreement
dated November 19, 2000, in the form of 1.747 million shares of Global Med
common stock (calculated at $0.6875 per share, which was the prevailing market
price on March 22, 2001). In the event that Global Med paid down any principal
on the loan prior to July 1, 2003, eBanker would return a number of shares
determined by calculating the pro-rata interest avoided due to early repayment
of principal divided by $0.6875 per share. As the loan was not repaid as of July
1, 2003, none of the 1.747 million shares issued for prepaid interest were
returned.

9

---

On
June 20, 2001, the Company elected to exercise the interest payment option. As a
result, eBanker was issued 1.747 million shares of the Companys common
stock as payment for the interest expense on the Companys outstanding loan
balance with eBanker of $3.829 million through the loans maturity date of
July 1, 2003. These shares were valued at $1.188 million based on the market
value of the common stock on June 20, 2001. The Company recorded $681 thousand
in a contra-equity account associated with the issuance of these shares as of
December 31, 2001. In addition, $277 thousand in accrued interest related to the
eBanker loan was eliminated from the Companys accrued expenses balance as
of June 30, 2001, as a result of this transaction. After this transaction, the
effective interest rate on the loan remained at 12% per annum.

On
July 1, 2001, in accordance with the terms of the existing financing agreement,
eBanker received the right to warrants to acquire up to 10.186 million shares of
Global Med common stock with an exercise price of $0.50 per share. These
warrants were valued at $510 thousand. On July 1, 2001, the maturity date of the
note payable was automatically extended to July 1, 2003; and as of that date,
the outstanding debt was no longer convertible into the common stock of the
Company at $1.00 per share. If Global Med defaults on repayment of any amount
borrowed under the existing financing agreement, all existing members of the
Board of Directors of Global Med will be required to resign and GMCAL will have
the right to appoint all new members. The warrants expire on July 1, 2011.
Pursuant to the November 2000 financing agreement between the Company and
eBanker, the Company is obligated to maintain current registration on the
shares, underlying the warrants, for resale under the Securities Act of 1933
(1933 Act). Global Med may file a registration statement for the
commons shares underlying these warrants during 2004. The Company used
independent, third party consultants for estimating the fair value of the
warrants to purchase 10.186 million shares of the Companys common stock.
The warrants were valued at $510 thousand. The Company recorded $510 thousand in
deferred financing costs associated with the issuance of these warrants as of
July 1, 2001. The Company amortized the costs associated with these warrants
over 24 months, the remaining life of the note payable starting July 1, 2001.
The Company recognized approximately $128 thousand in financing costs related to
the issuance of these warrants in 2001, $255 thousand in financing costs related
to the issuance of these warrants in 2002, and $127 thousand in financing costs
in related to the issuance of these warrants in 2003.

As of
December 31, 2001, principal of $3.829 million, and $681 thousand in a
contra-equity account associated with the issuance of common shares for prepaid
interest were outstanding under the terms of this financing agreement.

In  June
2002, the Company entered into an agreement whereby Global Med  International Holdings
Limited (GMIHL), a related foreign  entity owned by eBanker, advanced $200
thousand to the Company in the form of  a note payable (the Note). The Note
was due on July 1, 2003  and bears no interest. In lieu of interest, the Note holder
received the  following consideration:

|o |  | Global Med committed to obtain GMIHL written approval before committing to
issue Global Med common shares either directly, or through derivative
instrument, in transactions pursuant to which Global Med will receive net
proceeds per share of less than $1 after expenses, fees and expenditures
commitments (except pursuant to employee and consulting options, warrants and/or
stock bonuses approved by Global Meds Board of Directors and/or
pursuant to any existing contractual commitment, including, but not
limited to any currently outstanding stock options and warrants). GMIHL was
given full authority in providing or withholding this approval.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | GMIHL received exclusive marketing rights for a period of 36 months to
certain Asian Countries. These rights survive the repayment of the Note.
These rights continue for an additional 36 months if certain revenue commitments
are achieved during the initial 36-month period. For each 36-month
period thereafter, these commitments will be extended for an additional 36
months if certain additional commitments are received. The Note
acknowledges that the exclusive marketing rights granted under the Note
contain exceptions for certain countries for which there were marketing
agreements in place as of the effective date of the Note.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the
absence of a stated interest rate on the Note, an interest rate of 12% was
imputed to the Note. In addition, the value of the exclusivity agreement is
deemed to be $24 thousand, the same amount of the imputed interest over the life
of the loan. The value of the exclusivity agreement is being amortized ratably
over the 36-month exclusivity period. The Note was combined with other debt on
April 14, 2004 as part of a refinancing agreement.

10

---

As of
December 31, 2002, principal of $3.829 million and $221 thousand, respectively,
in a contra-equity account associated with the issuance of shares for prepaid
interest were outstanding under the terms of this financing agreement. As of
December 31, 2002, principal of $200 thousand and a discount of $12 thousand
were outstanding between GMIHL and Global Med.

On
April 7, 2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
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. 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, the Global Med had paid GMCAL $200
thousand of the $287 thousand extension fee and the remaining $87 thousand for
the extension fee and interest is due January 1, 2004.

On
October 29, 2003, eBanker and Global Med entered into an extension agreement for
the $200,000 loan and promissory note dated June 1, 2003. The principal loan
amount of $200,000 was extended until January 1, 2004 with interest accruing
from July 1, 2003 to January 1, 2004 (Extension Period) at 12% per annum.
Interest for the Extension Period is payable on July 1, 2004. All other terms
and conditions remained in effect. As of December 31, 2003, principal of
$200,000 thousand and accrued interest of $12,000 thousand were outstanding.

At
December 31, 2003, principal of $529 thousand and accrued interest of $87
thousand were outstanding under the terms of a Remaining Debt agreement. As of
December 31, 2003, Indebtedness due in 2004, Refinanced as Preferred Stock in
2004, Related Party in the amount of $3.5 million and no accrued interest was
outstanding.

As of
September 2003, all of the Companys outstanding related party debt totaling
$4.029 million had been transferred to GMIL, a subsidiary of Heng Fung.

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 Global Med International Limited (GMIL) will have the right to appoint all new
members.

At
December 31, 2003, principal of $3.829 and accrued interest of $87 thousand were
outstanding under the terms of a financing agreement.

On
April 14, 2004, 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 3.5 million shares of preferred stock (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 the date of this
agreement, Global Med had paid GMIL $287 thousand of the $287 thousand extension
fee and the remaining $87 thousand for the extension fee. See Note 11 of the consolidated
financial statements for further discussion of the Preferred Stock

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. Dr. Ruxins personal guaranty will not exceed $650
thousand and will remain in effect until the Remaining Debt has been fully paid
or satisfied.

11

---

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 |  | GMIL
will receive a $26 thousand additional dividend payment.
|- |  | -------------------------------------------------------------

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 Heng Fung Holdings, Ltd, 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,
these agreements preserved the right of the 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, lender 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. Borrower agrees not to increase the number of directors above nine
except with Lenders written consent.

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.

EMPLOYEES

As of
March 15, 2004, the Company had 45 full-time employees, consisting of 2
employees in the corporate offices in Lakewood, Colorado and 43 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.

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
March 15, 2004, 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., the
Companys former Vice President of Sales and Marketing. The Company alleges,
among other things, that prior to his resignation in July 2002, Mr. Jackson
misappropriated certain trade secrets of the Company. Mr. Jackson is currently a
managment employee of one of the Companys competitors.

In November
2003, the Company filed lawsuits against a former customer (the "Former
Customer") on the grounds  that this Former Customer was improperly using the
Company's software without paying the appropriate fees. In  April of 2004, the Company
received notification that the Former Customer had filed a counter suit against the
Company alleging that the Company breached its responsibilities under the terms of the
original agreement with  the Former Customer.  The Company plans to vigorously defend the
counter suit and does not believe this lawsuit  will have a material impact on the
business.  Neither the Company nor the Former Customer have specified damages  in their
claims, but both lawsuits specify that the amount in controversy exceeds $75 thousand
dollars.

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

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

12

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PART
II

ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market
Information

The
Units sold by the Company in its initial public offering, each of which
consisted of two shares of common stock and one warrant, commenced trading on
the Nasdaq Small-Cap Market on February 12, 1997. On March 13, 1997, the common
stock and warrants (Class A) included in the Units began to trade
separately and the Units ceased to trade. On February 9, 1998, the
Companys common stock and warrants were delisted from the Nasdaq Small-Cap
Market, and commenced trading on the 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
registered publicly traded Class A common stock purchase warrants described
above expired on February 11, 2003.

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, 2003 and 2002.

| | Fiscal Quarter Ended: | High               | Low
| | --------------------- | ------------------ | ---
| |                       | December 31, 2003  |    
| |                       | September 30, 2003 |    
| |                       | June 30, 2003      |    
| |                       | March 31, 2003     |    
| |                       | December 31, 2002  |    
| |                       | September 30, 2002 |    
| |                       | June 30, 2002      |    
| |                       | March 31, 2002     |    

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

Holders

As of
March 31, 2004, the Company had approximately 144 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, 2003, Global Med issued no unregistered common
stock. During the year ended December 31, 2002, Global Med issued 275 thousand
shares of unregistered common stock. The unregistered shares issued during 2002
were comprised of the following:

|o |  | 50 thousand shares issued as consideration for intellectual property used for
development of software. These shares were valued at $52 thousand.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 111 thousand shares 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 January 24, 2007.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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|o |  | 111 thousand shares of stock, purchased by a director of the Company 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.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 3 thousand common shares issued as consideration for investor relations
services. These shares were valued at approximately $3 thousand.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------

During
the year ended December 31, 2001, Global Med issued 2.080 million shares of
unregistered common stock. The unregistered shares issued during 2001 were
comprised of the following:

|o |  | 1.747 million common shares issued to eBanker in connection with payment of
interest. These shares were valued at $1.188 million.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------

|o |  | 300 thousand common shares issued to a director of the Company as consideration
for consulting services. These shares were valued at $203 thousand.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 25 thousand common shares issued as consideration for intellectual property used
for development of software. These shares were valued at $19 thousand.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 8 thousand common shares issued as consideration for investor relations
services. These shares were valued at $5 thousand.
|- |  | --------------------------------------------------------------------------------------------------------------------------

The
issuance of the unregistered shares above were made in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (1933 Act). The purchasers had access to full
information concerning the Company. The certificates for the shares contain a
restrictive legend advising that the shares may not be offered for sale, sold or
otherwise transferred without having first been registered under the 1933 Act or
pursuant to an exemption from registration under the 1933 Act. No underwriters
were involved in the transactions.

The
following table details equity securities authorized for issuance as of December
31, 2003.

|Plan Category                                 | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights(a) | Weightedaverageexercise priceofoutstandingoptions,warrantsand rights(b) | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
|--------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Equity plans approved by the shareholders     |                                                                                          |                                                                         |                                                                                                                                         
|2001 Stock Option Plan                        |                                                                                          | 2,700,500                                                               |                                                                                                                                         
|Amended and Restated 1997 Employee Stock      |                                                                                         
|Compensation Plan                             |                                                                                          | 0                                                                       |                                                                                                                                         
|Equity plans not approved by the shareholders |                                                                                         
|Stock Options                                 |                                                                                          | 6,054,442                                                               |                                                                                                                                         
|Warrants                                      |                                                                                          | 13,027,530                                                              |                                                                                                                                         
|                                              |                                                                                          |                                                                         |                                                                                                                                         
|Total                                         |                                                                                          | 21,782,472                                                              |                                                                                                                                         
|                                              |                                                                                          |                                                                         |                                                                                                                                         

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.

14

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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.

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

|                                         | Year Ended December 31 |            |   |            |  
|---------------------------------------- | ---------------------- | ---------- | - | ---------- | -
|
|Revenues                                 |                        | $   6,514  |   | $   6,627  |  
|Cost of revenues                         |                        | 2,616      |   | 2,621      |  
|                                         |                        |            |   |            |  
|Gross profit                             |                        | 3,898      |   | 4,006      |  
|OPERATING EXPENSES:                      |                       
|General and administrative               |                        | 2,057      |   | 1,945      |  
|Sales and marketing                      |                        | 1,442      |   | 1,426      |  
|Research and development                 |                        | 595        |   | 465        |  
|Depreciation and amortization            |                        | 107        |   | 154        |  
|                                         |                        |            |   |            |  
|Operating expenses                       |                        | 4,201      |   | 3,990      |  
|                                         |                        |            |   |            |  
|Income (loss) from operations            |                        | (303       | ) | 16         |  
|OTHER INCOME (EXPENSES):                 |                       
|Interest income                          |                        | 86         |   | 15         |  
|Interest expense                         |                        | (2         | ) | (9         | )
|Interest expense to related party        |                        | (532       | ) | (472       | )
|Financing costs to related party         |                        | (127       | ) | (255       | )
|Other                                    |                        | --         |   | --         |  
|                                         |                        |            |   |            |  
|Loss before income taxes                 |                        | $    (878  | ) | $    (705  | )
|Income tax expense                       |                        | --         |   | --         |  
|Net loss                                 |                        | $    (878  | ) | $    (705  | )
|                                         |                        |            |   |            |  
|                                         |                        |            |   |            |  
|Basic and diluted loss per common share  |                        | $  (0.04   | ) | $  (0.03   | )
|                                         |                        |            |   |            |  
|                                         |                        |            |   |            |  
|Weighted average number of common shares |                        |           
|Outstanding                              |                        | 24,545     |   | 24,487     |  
|                                         |                        |            |   |            |  
|                                         |                        |            |   |            |  
|
|
|Balance Sheet Data:                      |                       
|Cash and cash equivalents                |                        | $      983 |   | $   1,007  |  
|Working capital  deficit                 |                        | $   1,574  |   | $      827 |  
|Total assets                             |                        | $   2,209  |   | $   3,050  |  
|Long-term debt                           |                       
|Including capital leases                 |                        | $   4,029  |   | $   3,829  |  
|Stockholders deficit                    |                        | $  (4,846  | ) | $  (4,382  | )

15

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Revenues
for the years ended December 31, 1999 through December 31, 2001 varied
significantly. During 1999, The Company recognized approximately $919 thousand
from a settlement agreement for a terminated contract. 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. The Company had a significant reduction in their work
force late in 1999 that reduced cost of revenues significantly from the year
ended December 31, 1999 to the year ended December 31, 2000. Operating expenses
from 1999 to 2000 increased from $4.257 million to $5.056 million primarily as a
result of increases in sales and marketing expenses associated with the
Companys PeopleMed subsidiary. 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 the Item 7 for discussion of the
periods from 2001 to 2003.

ITEM 7.
MANAGEMENTS 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.

16

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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:

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

|o |  | The
second tier  is focused on marketing and selling indirectly through agreements with
companies  (Channel Partner Agreements)  that are established in blood donor
and 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 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, 2003, the
Wyndgate division accounted for approximately 93% 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. During 2003, the Company added two new distribution
partners: McKesson Information Solutions LLC and Misys Hospital Systems, Inc.
The Company terminated its distribution partner relationship with Ortho Clinical
Diagnostics, Inc. The Companys channel partner relationships are more
fully discussed in ITEM 1 section COMMISSION AND MARKETING
AGREEMENTS.

17

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

|o |  | Upgrade their current system with their existing vendor, or
|- |  | -----------------------------------------------------------

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

The
table below shows for the periods indicated the percentage of our total reported
revenues. The maintenance, consulting services, and software license fees and
relate primarily to the Companys SafeTrace and SafeTrace Tx software.

|                      | Year Ended December 31 |     |  
|--------------------- | ---------------------- | --- | -
|
|Maintenance           |                        | 48  | %
|Consulting services   |                        | 20  | %
|Software license fees |                        | 21  | %
|Other                 |                        | 2   | %
|PeopleMed             |                        | 9   | %
|                      |                        |     |  
|                      |                        | 100 | %
|                      |                        |     |  
|                      |                        |     |  

Other
revenues for 2002 consist primarily of a consulting services project for a
non-blood bank products customer. Other revenues for 2003 consists primarily of
a $500 thousand non-cash settlement from one of the Companys former
marketing partners. See further discussion below for 2003 and 2002.

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, 2001, 2002 and 2003. Revenues for this period ranged
from $6.224 million to $6.627 million and cost of revenues ranged from $2.510
million to $2.621 million. For the years ended December 31, 2001, 2002 and 2003,
the Companys operating expenses were $4.634 million, $3.990 million, and
$4.201 million, respectively. The additional operating expenses in 2001 were in
general and administrative expenses and resulted mainly from the issuance of
common shares to certain related parties. The value of these shares was
approximately $466 thousand and it was expensed during this period. This is more
fully discussed in comments below. During this same period, the Companys
net loss ranged from $1.690 million to $705 thousand.

For
the years ended December 31, 2002 and 2003, the Companys operations
generated positive cash flows in the amount of $547 thousand and $24 thousand,
respectively. For 2004, 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 2004. 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.

18

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Balance
Sheet Changes

As of
December 31, 2002 and 2003, certain balance sheet account changes were
significant. For example, net accounts receivable decreased $362 thousand mainly
as a result of reduced year end billings and improvements in the aging of the
Companys accounts receivable. In addition, the long-term deferred revenue
balance decreased by $745 thousand from December 31, 2002 to December 31, 2003.
This reduction was the result of the signing of two agreements with an existing
customer and a marketing partner for which the Company had outstanding
obligations in deferred revenues. These agreements are discussed in Note 1 of
the consolidated financial statements under Non-Cash Settlements.

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
from license fees, maintenance and usage fees increased $136 thousand, or 2.9%
to $ 4.853 million for the year ended December 31, 2003 compared to $4.717
million for the year ended December 31, 2002. The increase in these revenues was
due primarily to a $511 thousand increase in license fees, a $241 thousand
increase in usage fees, partially offset by a $616 thousand decrease in
PeopleMed revenues. 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. Of 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 or 13.1% to
1.661 million for the year ended December 31, 2003 compared to $1.910 million
for the year ended December 31, 2002. The decrease in 2003 was primarily
attributable to a decrease in implementation revenues of $408 thousand. 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. In addition, the Companys consulting
services revenues increased by approximately $141 thousand. Included in
implementation and consulting services revenues was other revenues of $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.

Cost
of Revenues. Cost of revenues related to software license fees, maintenance
and usage fees increased $191 thousand, or 15.9%, to $1.391 million for the year
ended December 31, 2003, from $1.200 million for the year ended December 31,
2002. The increase was primarily the result of increased labor costs of $248
thousand, a decrease in capitalized software development costs mainly for
PeopleMed of $104 thousand, offset by a decrease in software amortization costs
of $136 thousand associated with the Companys development costs associated
with SafeTrace Tx product being fully amortized in June of 2003. For the years
ended December 31, 2003 and 2002, the Company amortized $344 thousand and $481
thousand, respectively, in software development costs. Included in the 2003 cost
for software amortization was $77 thousand of costs associated with the write
down of certain costs associated with the development of certain PeopleMed.com
software.

Cost
of revenues associated with implementations and other consulting revenues
decreased $196 thousand, or 13.8%, to $1.225 million during the year ended
December 31, 2003 when compared to $1.421 million for the year ended December
31, 2002. The decrease in costs is consistent with the decrease in revenues. The
decease in costs is primarily associated with a decrease in costs for
consultants in the amount of $68 thousand and a decrease in costs allocated to
certain consulting projects of $72 thousand when comparing 2003 and 2002.

The
overall gross profit as a percentage of revenues was 59.8% and 60.4% for the
years ended December 31, 2003 and 2002, respectively.

19

---

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.

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.

YEAR ENDED
DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

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
from license fees, maintenance and usage fees decreased $152 thousand, or 3.1%
to $4.717 million for the year ended December 31, 2002 compared to $4.869
million for the year ended December 31, 2001. The decrease in these revenues was
due primarily to a $895 thousand decrease in license fees, partially offset by a
$248 thousand increase in usage fees, and a $522 thousand increase in PeopleMed
revenues. Of the $522 thousand increase in PeopleMed revenues, $500 thousand was
the direct result of a contract termination fee.

Revenues
from implementation and consulting services increased $555 thousand or 41.0% to
$1.910 million for the year ended December 31, 2002 compared to $1.355 million
for the year ended December 31, 2001. The increase in 2002 was attributable to
an increase in implementation revenues of $215 thousand. This increase was the
result of more SafeTrace Tx customers being implemented in 2002 compared with
2001. In addition, the Companys consulting services revenues increased by
approximately $316 thousand primarily, as a result of a single consulting
contract acquired and completed during 2002.

Cost
of Revenues. Cost of revenues related to software license fees, maintenance
and usage fees decreased $260 thousand, or 17.8%, to $1.200 million for the year
ended December 31, 2002, from $1.460 million for the year ended December 31,
2001. The decrease was mainly due to decreases in software amortization cost of
$115 thousand and a decrease in royalty expenses of $34 thousand.

20

---

Cost
of revenues associated with implementations and other consulting revenues
increased $371 thousand, or 35.3%, to $1.421 million during the year ended
December 31, 2002 when compared to $1.05 million for the year ended December 31,
2001. The increase in costs is primarily due to an increase of $228 thousand in
implementation costs and an increase of $138 thousand in costs associated with
engineering and consulting contracts.

The
overall gross profit as a percentage of revenues was 60.4% and 59.7% for the
years ended December 31, 2002 and 2001, respectively.

General
and Administrative. General and administrative expenses decreased $584
thousand, or 23.1%, to $1.945 million for the year ended December 31, 2002
compared to $2.529 million for the year ended December 31, 2001. The reduction
in general and administrative expenses was primarily due to a reduction in
investor relations fees of $256 thousand associated with the cancellation of an
investor relations agreement in 2001, a reduction in fees paid to a director for
consulting services of $210 thousand associated with the issuance of 300
thousand shares in 2001, a reduction in contract services fees of $72 thousand,
a decrease in bad debt expense of $72 thousand, offset by an increase in legal
expenses of $38 thousand.

Sales
and Marketing. Sales and marketing expenses were $1.426 million and $1.545
million for the years ended December 31, 2002 and 2001, respectively. The
decrease in sales and marketing expenses of $119 thousand, or 7.7%, was
primarily attributable to lower commissions expense as a result of decreased
sales of new software systems during 2002 compared to 2001.

Research
and Development. Research and development expenses increased $159 thousand,
or 52.0%, to $465 thousand for the year ended December 31, 2002 from $306
thousand for the year ended December 31, 2001. Research and development costs
increased during the year ended December 31, 2002 primarily as a result of a $75
thousand increase in PeopleMed-related development costs and a reduction of $86
thousand in capitalized software development costs, mainly as a result of lower
levels of software capitalization on SafeTrace Tx during 2002 compared with
2001.

Interest
Income. Interest income decreased $10 thousand to $15 thousand in 2002 from $25 thousand
in 2001.

Interest
Expense. Interest expense increased $3 thousand to $481 thousand for the
year ended December 31, 2002 from $478 thousand for the year ended December 31,
2001.

Financing
Costs. For the years ended December 31, 2002 and 2001, the Company
recognized $255 thousand and $317 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 November 2000 Financing Agreement with eBanker being
completed in June of 2001, and replaced by a lower level of financing costs
associated with the issuance of certain warrants to eBanker in July 2001.

Net
Loss. The Companys net loss during 2002 as compared to 2001 decreased
$985 thousand. The net loss includes the recognition of a total of $255 thousand
and $317 thousand of financing costs to a related party during the year ended
December 31, 2002 and 2001, 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, 2003 and 2002. 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.com 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.com 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. Amortization of capitalized software costs is included in cost of
revenues in the accompanying statements of operations.

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.

Included in
the results for the three months ended December 31, 2002, the Company  recognized $500
thousand in revenues related to the termination of a  contract with a significant
customer. 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.

(In
thousands, except share and per share information)

|                                          | Quarters Ended |        |   |       
|----------------------------------------- | -------------- | ------ | - | ------
|
|Revenues                                  |                | 1,417  |   | 1,279 
|Cost of revenues                          |                | 691    |   | 564   
|                                          |                |        |   |       
|Gross profit                              |                | 726    |   | 715   
|                                          |                |        |   |       
|Operating expenses:                       |               
|General and administrative                |                | 558    |   | 533   
|Sales and marketing                       |                | 406    |   | 348   
|Research and development                  |                | 170    |   | 152   
|                                          |                |        |   |       
|Total operating expenses:                 |                | 1,134  |   | 1,033 
|                                          |                |        |   |       
|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  
|Income tax expense                        |                | --     |   | --    
|                                          |                |        |   |       
|Net income (loss)                         |                | (477   | ) | (468  
|                                          |                |        |   |       
|                                          |                |        |   |       
|Weighted average shares outstanding:      |                | 24,545 |   | 24,545
|Basic                                     |               
|                                          |                |        |   |       
|                                          |                |        |   |       
|Diluted                                   |                | 24,545 |   | 24,545
|                                          |                |        |   |       
|                                          |                |        |   |       
|Net income (loss) per share-basic and     |               
|Diluted                                   |                | (0.02  | ) | (0.02 
|                                          |                |        |   |       
|                                          |                |        |   |       
|Depreciation and amortization of software |               
|development costs included in cost        |               
|of revenues and operating expenses        |                | 122    |   | 40    
|                                          |                |        |   |       
|                                          |                |        |   |       

22

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(In
thousands, except share and per share information)

|                                          | Quarters Ended |            |   |           
|----------------------------------------- | -------------- | ---------- | - | ----------
|
|Revenues                                  |                | $   1,789  |   | $   1,425 
|Cost of revenues                          |                | 725        |   | 614       
|                                          |                |            |   |           
|Gross profit                              |                | 1,064      |   | 811       
|                                          |                |            |   |           
|Operating expenses:                       |               
|General and administrative                |                | 506        |   | 512       
|Sales and marketing                       |                | 426        |   | 382       
|Research and development                  |                | 126        |   | 146       
|                                          |                |            |   |           
|Total operating expenses:                 |                | 1,058      |   | 1,040     
|                                          |                |            |   |           
|Income (loss) from operations             |                | 6          |   | (229      
|Interest income                           |                | 10         |   | 1         
|Interest expense, including related       |                | (120       | ) | (119      
|Party                                     |               
|Financing costs to related party          |                | (64        | ) | (63       
|                                          |                |            |   |           
|Income (loss) before income taxes         |                | (168       | ) | (410      
|Income tax expense                        |                | --         |   | --        
|                                          |                |            |   |           
|Net income (loss)                         |                | $    (168  | ) | $    (410 
|                                          |                |            |   |           
|                                          |                |            |   |           
|Weighted average shares outstanding:      |               
|Basic                                     |                | 24,538     |   | 24,538    
|                                          |                |            |   |           
|                                          |                |            |   |           
|Diluted                                   |                | 24,538     |   | 24,538    
|                                          |                |            |   |           
|                                          |                |            |   |           
|Net income (loss) per share-basic and     |               
|Diluted                                   |                | $  (0.01   | ) | $  (0.02  
|                                          |                |            |   |           
|                                          |                |            |   |           
|Depreciation and amortization of software |               
|development costs included in cost        |               
|of revenues and operating expenses        |               
|                                          |                | $      150 |   | $      165
|                                          |                |            |   |           
|                                          |                |            |   |           

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 a
the Companys financial condition or results of operations and requires
significant judgment or complex estimation process. The Company believes the
following fit that definition:

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.

23

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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.

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.

Support
agreements generally call for the Company to provide technical support and
software updates, on an 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.

Note
Receivable Collectibility

The
Company had outstanding notes receivable in the amount of $400 thousand
and accrued interest receivable of approximately $81 thousand outstanding as of
December 31, 2003. 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 in June of 2006. The factors the Company
considered in determining the collectibility of the notes receivable are as
follows:

|o |  | The improvements in the party to the notes receivable financial status from
December 31, 2002 to December 31, 2003,
|- |  | -------------------------------------------------------------------------------------------------------------------

|o |  | The
Parties financial status as of  December 31, 2003, and
|- |  | ----------------------------------------------------------

|o |  | 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, 2003. 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.

24

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Income Tax
Valuation Allowance

On an
annual basis, the management of the Company evaluates the realizability of the
net deferred tax assets and asseses the neded 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 $983 thousand and $1.007 million as of
December 31, 2003 and 2002, respectively. Additionally, the Company had a net
working capital deficit of $1.774 million and $827 thousand as of December 31,
2003 and 2002, respectively.

As of
December 31, 2003, the Companys $4.029 million 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 convertible 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, the Global Med had paid the $287 thousand extension
fee.

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. For each of the
periods previously mentioned, with the exception of March 1, 2004, the Company
will be required to pay interest in the amount $20 thousand. The Company will
also be required to pay approximately $92 thousand in interest expenses that
were accrued mainly as of December 31, 2003 and an additional $95 thousand in
interest that accrued from January 1, 2004 through February 29, 2004 on the
outstanding related party financing obligations. The $92 thousand is expected to
be paid early in the second quarter and the $95 thousand is expected to be paid
early in the third quarter of 2004. The Company will also be required to make
dividend payments in the amount of approximately $131 thousand in October of
2004. 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 2004, 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.

25

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The
Company may require additional external financing through additional debt or
equity in order to pay off the debt due in January 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 2004 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 $24 and $547 thousand during 2003 and
2002. The Company used $100 thousand in operating activities during 2001. The
cash provided by operations of $24 thousand during 2003 consisted primarily of
the net loss of $878 thousand, offset by non-cash charges of $842 thousand,
non-cash settlements of $924 thousand less changes in operating assets and
liabilities of $984 thousand. During the years ended 2003 and 2002, the Company
received $350 thousand and $450 thousand in cash proceeds related to the
termination of a contract with a significant customer. See Note 1 of the
consolidated financial statements for further discussion. During the year ended
2003, the Company made cash interest payments of $200 thousand to its parent
Company. No related party interest payments were made during the years ended
2002 or 2001.

Net  cash
used by investing activities was $48 thousand, $458 thousand and $300  thousand during
2003, 2002, and 2001, respectively. The Company invested  $19 thousand, $122 thousand and
$208 thousand in capitalized software  development during 2003, 2002, and 2001,
respectively. For 2002 and  2001, the Company provided $290 thousand and $80 thousand,
respectively, 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.

There
were no financing related activities during 2003 that provided or used cash. Net
cash provided by financing activities was $241 during 2002. Net cash used by
financing activities was $133 thousand during 2001. As of December 31, 2003, the
Company had the following contractual obligations or unrecorded obligations:

|                        | Contractual ObligationsExpected Maturity Dates ($000s) |         |  |         | 
|----------------------- | ------------------------------------------------------ | ------- |  | ------- | 
|
|Related party financing |                                                        | --      |  | $   529 | 
|Preferred Stock*        |                                                        | --      |  | --      | 
|Operating leases        |                                                        | $   200 |  | $   201 | 

|* |  | 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 after December 31,  2003. See Note 11 to the consolidated financial
statements for further  discussion.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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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  |                                | $259 |  | $     79 |  | $  20
|Preferred Dividends |                                | 131  |  | 971      |  | 735  
|                    |                                |      |  |          |  |      
|                    |                                | $390 |  | $1,050   |  | $755 
|                    |                                |      |  |          |  |      
|                    |                                |      |  |          |  |      

For
2004, the Company will be only required to make one cash dividend payment during
the year. For 2005, the Company will be required to pay approximately $123
thousand in unpaid dividends accrued during 2004. For 2009, the Company will be
required to pay approximately $183 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 not reflected in the schedule above. See Note 11 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 ACCOUNTS STANDARDS

In
April 2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. The Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities. This Statement is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The Company adopted SFAS No. 149
on July 1, 2003. The adoption of this statement by the Company did not have a
material impact on its financial condition and results of operations.

In May
2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The
Statement improves the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. FASB No. 150 requires
that those instruments be classified as liabilities in statements of financial
position. The Statement is effective for financial instruments entered into or
modified after May 31, 2003, otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The Company adopted this
statement on July 1, 2003. The adoption of this statement by the Company did not
have a material impact on the Companys financial condition or results of
operations.

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

27

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In December
2003, the Staff of the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 104, Revenue Recognition, which amends SAB 101, Revenue
Recognition in Financial Statements. SAB 104s primary purpose is to rescind
accounting guidance contained in SAB 101  related to multiple-element revenue
arrangements, superseded as a result of the issuance of  ETIF 00-21, Accounting for
Revenue Arrangements with Multiple Deliverables. Additionally SAB 104 rescinds the
SECs Revenue Recognition in Financial Statements Frequently Asked Questions  and
Answers, or FAQ, issued with SAB 101 that had been codified in SEC Topic 13, Revenue
Recognition. Selected portions of the FAQ have been incorporated into SAB 104.
While the wording of SAB 104  has changed to reflect the issuance of ETIF 00-21, the
revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB
104.  Adoption of this standard had no material impact on our financial statements.

In
January 2004 the Financial Accounting Standards Board (FASB) issued
FASB Staff Position (FSP) N. FAS 106-1, Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 which permits a sponsor of a post retirement
healthcare plan that provides a prescription drug benefit to make a one-time
election to defer accounting for the effects of the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. Regardless of whether a sponsor
elects that deferral, FSP FAS 106-1 requires certain disclosures pending further
consideration of the underlying accounting issues. The guidance in FSP FAS 106-1
is effective for interim or annual financial statements of fiscal years ending
after December 7, 2003. The adoption of the disclosure provisions of FAS 132-R
did not have a material effect on the Companys consolidated Financial
Statements.

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, 2003 would change our annual
pre-tax income annual results by approximately $38 thousand. The stated interest
rate on the Company debt was 12% from January 1, 2003 to June 30, 2003,
exclusive of financing charges. For the period from July 1, 2003 to January 1,
2004, the effective interest rate was 15% based on the terms of the April 7,
2003 financing amendment. 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 $38 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 $38 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

The
management evaluated, with the participation of the Chief Executive Officer and
Chief Financial Officer, the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures are designed to ensure that information required to be disclosed in
the reports that are filed or submitted under the Securities and Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and regulations and are operating in an
effective manner. No change in the Companys internal control over
financial reporting (as defined in Rules 13a-15(f) and 15(d)-15 (f) under the
Securities Exchange Act of 1934) occurred during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

28

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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 | OfficerorDirector Since
|--------------------- | --- | -------- | -----------------------
|Michael I. Ruxin, M.D |     | 58       |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|Fai H. Chan           |     | 59       |                        
|Robert H. Trapp       |     | 48       |                        
|Kwok Jen Fong         |     | 54       |                        
|Gary L. Cook          |     | 45       |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|Gerald F. Willman, Jr |     | 46       |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|Tony T.W. Chan        |     | 29       |                        
|Thomas F. Marcinek    |     | 50       |                        
|                      |     |          |                        
|David T. Chen         |     | 68       |                        

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

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

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

Fai
H. Chan,has been a Director of the Company since May 1998. 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 Heng
Fung and has been a Director of Heng Fung since September 2, 1992. Mr. Chan was
elected Managing Director of Heng Fung on May 1, 1995 and Chairman on June 3,
1995. Mr. Chans title in Heng Fung changed to Managing Chairman on August
25, 2003. Heng Fung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.

29

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Robert
H. Trapp has been a Director of the Company since May 1998. He
has been a Director of eVision since December 1997 and the Managing Director
since February 1998. Mr. Trapp was a Director of Heng Fung 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 Fong
has been a Director of the Company since May 1998. Mr. Fong has been a Director of
eVision since February 1998 and a Director of Heng Fung since May 1995. Mr. Fong has
been a practicing solicitor in Singapore for at least the last six years.

Gary L. Cook
has been a Director of the Company since 1998 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 of the Audit Committee. Dr. Ruxin is no longer a
member of the Audit Committee. From 1996 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 venture. 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 also directed the
training, management and evaluation of staff, developed and implemented
accounting, financial reporting and Securities and Exchange Commission reporting
systems for major growth companies. 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 the Company and a Vice President of the Wyndgate
division since May 1995 and Chief Financial Officer from April through August 1998.
Mr. Willman was director and then a Vice President of The Wyndgate Group, Ltd., from
1984 to 1995 and was responsible for the overall design and development of the products
developed by The Wyndgate Group, Ltd., including research of new technologies. Prior
to his employment at The Wyndgate Group, Ltd., he was employed as a development team
leader at Systems Research, Inc. Mr. Willman received a B.S. degree from Hampden
Sydney College and M.B.A. degree from National University.

Tony
T.W. Chanhas been a Director of the Company since December 1999.
Mr. Chan has been the Managing Director of Heng Fung since August 25, 2003 and
Director of Heng Fung 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.

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

David T. Chen
has been a director of the Company 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.

30

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Family
Relationships

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

Resignations

Gordon
Segal resigned as a director of the Company effective August 28, 2003.

Soo
Theng Luaresigned as a director of the Company effective August 12, 2003.

Involvement
In Certain Legal Proceedings

In September
2002, Global Med filed a lawsuit against Donnie L. Jackson, Jr., the Companys former
Vice President of  Sales and Marketing. The Company alleges, among other
things, that prior to  his resignation in July 2002, Mr. Jackson
misappropriated certain trade secrets of the  Company.
Mr. Jackson is currently a management employee of one of  the Companys competitors.

In
November 2003, the Company filed lawsuits against a former customer (the
Former Customer) on the grounds that this Former Customer was
improperly using the Companys software without paying the appropriate
fees. In April of 2004, the Company received notification that the Former
Customer had filed a counter suit against the Company alleging that the Company
breached its responsibilities under the terms of the original agreement with the
Former Customer. The Company plans to vigorously defend the counter suit and
does not believe this lawsuit will have a material impact on the business.
Neither the Company nor the Former Customer have specified damages in their
claims, but both lawsuits specify that the amount in controversy exceeds $75
thousand dollars.

Messrs. Robert
H. Trapp, Gary L. Cook and Tony T.W. Chan are or were officers and/or directors of AFFC,
a  subsidiary of eVision and Heng Fung. In October 2001, AFFC filed a petition under
Chapter 11 in the U.S.  Bankruptcy Court in the Southern District of New York. In April
2002, the Chapter 11 petition was dismissed by  the Court suggesting that a petition be
re-filed under Chapter 7. A Chapter 7 petition has not been filed by AFFC.  Other than as set
forth above, no event required to be reported hereunder has occurred with respect to any
director during the last five years.

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. The Audit Committee also
reviewed and approved in writing the filing of each Form 10-Q during 2003. Mr.
Cook is considered a financial expert. None of the other members of the Audit
Committee are considered financial experts. 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, 2003, 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 Fia Chan each failed to file  a Form
5.

Code of
Ethics

The
Company has prepared a code of ethics and will be seeking Board of Directors
approval for this policy.

31

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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 $100,000 of salary
and bonus from the Company during the  three years ended December 31, 2003:

|                      | Annual Compensation | Long-Term Compensation |  |           |  |   
|--------------------- | ------------------- | ---------------------- |  | --------- |  | --
|
|Michael I. Ruxin,     |                     | 2003                   |  | $ 259,711 |  | --
|Chairman and CEO      |                     | 2002                   |  | 272,921   |  | --
|                      |                     | 2001                   |  | 250,516   |  | --
|Thomas F. Marcinek,   |                     | 2003                   |  | 175,000   |  | --
|President and COO     |                     | 2002                   |  | 185,884   |  | --
|                      |                     | 2001                   |  | 163,539   |  | --
|Gerald F. Willman, Jr |                     | 2003                   |  | 105,000   |  | --
|Director and          |                     | 2002                   |  | 105,000   |  | --
|Wyndgate Vice         |                     | 2001                   |  | 105,000   |  | --
|President             |                    
|Sales and Marketing   |                    
|(Wyndgate             |                    
|Technologies)         |                    

|(1) |  | Dr. Ruxin received $5,912 per annum in life insurance premiums and an annual car
allowance of $8,459.
|--- |  | -----------------------------------------------------------------------------------------------------

|(2) |  | Dr.
Ruxin received $5,912 per annum in life  insurance premiums and a $913 per month car
allowance.
|--- |  | ---------------------------------------------------------------------------------------------------

|(3) |  | Dr.
Ruxin  received $3,800 per annum in life insurance premiums and a $847 per month car
allowance.
|--- |  | ---------------------------------------------------------------------------------------------------

|(4) |  | Mr.
Marcinek received a $450 per month car allowance  during 2003.
|--- |  | ------------------------------------------------------------------

|(5) |  | Mr. Marcinek received a $450 per month car allowance during 2002.
|--- |  | -----------------------------------------------------------------

|(6) |  | Mr.
Marcinek received a $450 per month car allowance during 2001.
|--- |  | -----------------------------------------------------------------

Stock Option
Plans and Other Issuances

In the
second quarter of 2001, the Company adopted the 2001 Stock Option Plan
(2001 Plan). The 2001 Plan provides for the issuance of options to
purchase up to 15 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, 2003, options to purchase 2.701 million
shares of the Companys common stock at a weighted average exercise price
of $0.58 per share were outstanding under the 2001 Plan, of which 761 thousand
options to purchase shares were exercisable at December 31, 2003. 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 2003, the Company issued 68 thousand stock options under the
2001 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 the Company. Options may be
granted as incentive stock or as nonqualified stock options.

32

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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,
2003, options to purchase 1.228 million shares of the Companys common
stock at a weighted average exercise price of $1.16 per share were outstanding
under the Plan, of which 1.178 million options to purchase shares were
exercisable at December 31, 2003.

The
Company 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, 2003, there were outstanding options to purchase 220
thousand shares of common stock at a weighted-average exercise price of $2.08
per share through 2003, of which 201 thousand were exercisable at December 31,
2003.

In
June 2003, the Board of Directors of the Company approved a change in the 2001
Stock Option Plan (2001 Plan). The Board of Directors of the Company
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 is reduced from 15 million to 10 million. The Company
intends to file in the second quarter of 2004 an amendment to the existing S-8 registration statement to
effect this change.

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, 2003, there were options to purchase 4.61 million shares under the 2003 Plan
that were issued to such persons prior to the adoption of the 2003 Plan and
lacked registration rights. Although approved by the Board, the Company intends to
file an S-8 registration statement to register the 5 million shares
issuable under the 2003 Plan.  The range of the exercise prices for these options is
$0.56 to $2.50 per share. The weighted-average exercise price of these options
is $0.69 per share. There were 3.021 million options exercisable under the 2003
Plan as of December 31, 2003.

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, 2003, there were options to purchase 220 thousand shares
of common stock at a weighted average exercise price of $2.08 per share through
2003 were outstanding, of which 201 thousand were exercisable at December 31,
2003.

Option
Grants Table

No
options were granted to the Companys Executive Officers during the year
ended December 31, 2003.

The
Company granted 1.150 million options to the Companys Executive Officers
during the year ended December 31, 2002. See Other Arrangements.

Aggregated
Option Exercises In 2003 And Year-End Option Values/Table

|Name               | SharesAcquiredon Exercise | Realized | Number ofUnexercisedOptions atYear-endExercisable/Unexercisable | Value ofUnexercisedIn-the-MoneyOptions atyear-end($)Exercisable/Unexercisable (1)
|------------------ | ------------------------- | -------- | --------------------------------------------------------------- | ---------------------------------------------------------------------------------
|Michael I. Ruxin   |                           | --       |                                                                 | --                                                                               
|Thomas F. Marcinek |                           | --       |                                                                 | --                                                                               
|Gerald F. Willman  |                           | --       |                                                                 | --                                                                               
|Gary L. Cook       |                           | --       |                                                                 | --                                                                               

No
options were exercised during 2003 by the Companys executive officers.

|(1) |  | Based on the closing bid price of the Companys Stock of $0.34 per share on
December 31, 2003.
|--- |  | ----------------------------------------------------------------------------------------------

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, 2003.

Compensation
Of Directors

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

Other
Arrangements. During 2000, the Company also authorized the issuance of 35
thousand common shares to a director in his capacity as acting Principal
Financial and Accounting Officer and Treasurer. Of the 35 thousand authorized
shares, 21 thousand had been issued as of December 31, 2003. 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 has no other arrangements
pursuant to which any director of the Company was compensated during the year
ended December 31, 2003 for services as a director. Gary Cook resigned as the
acting Principal Financial Officer and Treasurer on February 25, 2004.

On
August 1, 1998, the Company entered into an employment agreement with Dr. Ruxin
for a period of three years commencing August 1, 1998. The initial term of this
agreement was extended for an additional two years beyond the initial term
(creating a term of five years from August 1, 1998 to July 31, 2003). Under the
agreement, Dr. Ruxin receives a salary of $190 thousand per year and certain
other fringe benefits. Dr. Ruxins employment agreement includes a
cost-of-living increase, plus any other increase which may be determined from
time to time at the discretion of the Companys Board of Directors. In July
2001, the Board of Directors authorized an increase in Dr. Ruxins salary
to $250 thousand per year. Dr. Ruxins employment under the employment
agreement may be terminated by Dr. Ruxin upon the sale by the Company of
substantially all of its assets, a decision by merger or consolidation of the
Company to terminate its business and liquidate its assets, the Company with
another entity or an agreement to such a merger or consolidation or any other
type of reorganization, or if the Company makes a general assignment for the
benefit of creditors, files for voluntary bankruptcy or if a petition for the
involuntary bankruptcy of the Company is filed in which an order for relief is
entered and remains in effect for a period of thirty days or more, or if the
Company seeks, consents to, or acquiesces in the appointment of a trustee,
receiver or liquidator of the Company or any material part of its assets. Dr.
Ruxins employment under the employment agreement also may be terminated by
reason of Dr. Ruxins death or disability or for cause as set forth in the
employment agreement. If the Company for any reason other than cause or
permanent disability terminates the agreement, the Company must pay Dr. Ruxin
compensation, benefits and incentives at the rate in effect at termination for
twenty-four months following the date of termination. Pursuant to Dr.
Ruxins Employment Agreement, the Company authorized the issuance to Dr.
Ruxin of a nonqualified stock option to purchase 1 million shares of the
Companys common stock at $0.75 per share, exercisable when the
Corporations annual audited financial statements reflect earnings of $0.01
per share, or after a vesting period of sixty months. The options expire 10
years from the date of grant.

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, Dr. Ruxin will receive a salary of
$275,000 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 500,000 total incentive
stock options and nonqualified stock options to purchase an aggregate of 500,000
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.

33

---

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
August 1, 1998, the Company also entered into an employment agreement with
Thomas F. Marcinek for a period of three years commencing August 1, 1998. The
initial term of this agreement was extended for an additional two years beyond
the initial term (creating a term of five years from August 1, 1998). Under the
agreement, Mr. Marcinek receives a salary of $125 thousand per year and certain
other fringe benefits. Mr. Marcineks employment agreement includes an
annual cost-of-living increase, plus any other increase which may be determined
from time to time at the discretion of the Companys Board of Directors. In
January 2002, Mr. Marcineks salary was increased to $175 thousand per
year. The agreement also contains non-solicitation and annual incentive
compensation provisions, subject to Board of Directors approval.

Pursuant
to the agreement in 1998, Mr. Marcinek received incentive stock options under
the Companys Stock Option Plan, as amended, to purchase an aggregate of
350 thousand shares of the Companys common stock. The options vest at the
rate of 20% per year over a period of five years. If the Company (i) sells
substantially all its assets, or (ii) merges or consolidates with another entity
or otherwise reorganizes or (iii) terminates Mr. Marcinek for any reason other
than for cause prior to the expiration of the agreement, then the entire 350
thousand in options shall become 100% vested and immediately exercisable. Mr.
Marcinek may terminate his employment under the employment agreement under the
same circumstance as set forth in Dr. Ruxins employment agreement. If the
Company for any reason other than cause or permanent disability terminates Mr.
Marcineks employment agreement, the Company must pay Mr. Marcinek
compensation, benefits and incentives at the rate in effect at termination for
twelve months following the date of termination.

On
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, Mr. Marcinek will receive a
salary of $175,000 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 500,000 total incentive stock options and nonqualified stock
options to purchase an aggregate of 500,000 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.

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. Under
the agreement, Mr. Willman will receive a salary of $105,000 per year and
certain other fringe benefits. 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.

34

---

Pursuant
to Mr. Willmans employment agreement, the Company authorized the issuance
to Mr. Willman of 150,000 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 salary increases for Ruxin and Marcinek.
The increases range from 15% to 20% and are payable effective August 1, 1999,
when the Company has achieved positive cash flow from operations. The Board of
Directors also approved bonuses in amounts of $50 thousand and $25 thousand for
Ruxin and Marcinek, respectively, payable when the Company has achieved positive
cash flow from operations and subject to the approval of the Board of Directors.
In July 2001, the Board of Directors authorized payment of a portion of the
accrued salary increases to Dr. Ruxin and Mr. Marcinek.

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.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Heng Fung
currently  beneficially  holds 11.21 million  shares (or  approximately  40% of the
voting rights) of the Company.  Heng Fung  has  appointed  five of the eight  members of
the Board of Directors of the Company.  The  directors  appointed by Heng Fung 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 Heng Fung. In addition,
Heng Fung and its subsidiaries  currently beneficially own warrants which may be
exercised and/or  converted into 12.186 million shares of the Company's  common stock.
Heng Fung owns 98.6% of Heng Fung Singapore Pte. Ltd.,  which, in  turn, owns 100% of
Online Credit.  Heng Fung, Online Credit and Heng Fung Singapore Pte. Ltd.,  collectively
are 10.4%  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 Heng Fung 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 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.

Security
Ownership of Beneficial Owners

The
following table sets forth, as of February 28, 2004, the ownership of the
Companys common stock, based upon 24.552 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.

35

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|                          | Amount and Nature of Beneficial Ownership(2) |                     |  |            |     |   
|------------------------- | -------------------------------------------- | ------------------- |  | ---------- | --- | --
|
|Michael I. Ruxin, M.D     |                                              | Chairman of         |  | 400,000    |     | 1 
|12600 W. Colfax           |                                              | the Board and       | 
|Suite C-420               |                                              | Chief               | 
|Lakewood, CO 80215        |                                              | Executive           | 
|                          |                                              | Officer and         | 
|                          |                                              | Director            | 
|Fai H. Chan (1)           |                                              | Director            |  | 11,210,195 | (4) | 45
|2601, 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    |                                              | Vice                | 
|Parkway, Suite 100        |                                              | President Sales and | 
|El Dorado Hills, CA 95762 |                                              | Marketing           | 
|                          |                                              | (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            |  | -0-        |     | 0 
|7 Tamasek Blvd            |                                             
|#43-03 Suntec             |                                             
|Tower One                 |                                             
|Singapore 038987          |                                             
|Gary L. Cook              |                                              | Director,           |  | 28,000     |     | 0 
|12600 W. Colfax           |                                              | Acting              | 
|Suite C-420               |                                              | Principal           | 
|Lakewood, CO 80215        |                                              | Financial and       | 
|                          |                                              | Accounting          | 
|                          |                                              | Officer and         | 
|                          |                                              | Treasurer           | 
|                          |                                              | through             | 
|                          |                                              | February 28,        | 
|                          |                                              | 2004                | 

36

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|                            | Amount and Nature of Beneficial Ownership(2) |           |  |            |      |   
|--------------------------- | -------------------------------------------- | --------- |  | ---------- | ---- | --
|
|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              |                                              | Director  |  | -0-        |      | 0 
|2601, 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 |                                              |           |  | 12,541,209 |      | 51
|Officers as a group (10     |                                             
|persons)                    |                                             
|Heng Fung                   |                                              | None      |  | 11,210,195 | (15) | 45
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             
|Global Med China & Asia     |                                              | None      |  | 11,210,195 | (17) | 45
|Limited                     |                                             
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             

(1)Fai
H. Chan is an officer, director and along with his wife an approximate 42%
beneficial shareholder of Heng Fung and, therefore, is a beneficial owner of the
shares beneficially owned by Heng Fung and its subsidiaries. Fong, Trapp, and
Tony T. W. Chan are also officers, directors and/or shareholders of Heng Fung
and/or certain of its subsidiaries; however, they disclaim beneficial ownership
of the shares beneficially owned by Heng Fung and its subsidiaries. Heng Fung
owns 98.6% of the outstanding common stock of Heng Fung Singapore Pte. Limited
(Heng Fung Singapore ). Heng Fung Singapore owns 100% of the
outstanding common stock of Online Credit. Heng Fung and subsidiaries are
shareholders of eVision. eVision owns and 100% of the outstanding common stock
of AFFC, the underwriter of the Companys initial public offering.
eBanker,
through a subsidiary, holds a security interest in: (i) 11,210,195 shares of the
Companys common stock; (ii) warrants to purchase 1,000,000 shares of the
Companys Common Stock, exercisable at $0.25 per share until April 14,
2008; and (iii) warrants to purchase 10,186,430 shares of the Companys
common stock, exercisable at $0.50 through July 1, 2011, eVision owns warrants
to purchase 1,000,000 shares of the Companys common stock, exercisable at
$0.25 per share until April 14, 2008. As documented in notes 17 and 18 below,
eBankers interest in Global Med in its entirety was transferred to GMCAL
in October 2002.

37

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(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)
Includes 6,250 shares underlying warrants issued in connection with the purchase
of 10% Notes and 1,350,000 shares underlying options. Does not include 1,400,000
shares underlying options which are not exercisable within 60 days of the date
hereof.

(4)
Includes 11,210,195 shares held in a security interest by a
subsidiary of eBanker owned by subsidiaries of Heng Fung, of which Mr.
Chan is an officer, director and shareholder.

(5)
Includes the following shares underlying derivative securities owned by
subsidiaries of Heng Fung, of which Mr. Chan is an officer, director and, along
with his wife, an approximate 42% beneficial shareholder: (i) 11,186,430 shares
underlying warrants in which eBanker, through a subsidiary, maintains possession
of the ownership interest transferred to GMCAL as security to vendor financing
until such time as certain events occur; and (ii) 1,000,000 shares underlying
warrants owned by eVision. Also includes 250,000 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
180,000 shares underlying options owned by Mr. Willman and 12,000 shares
underlying options owned by Lori J. Willman, the spouse of Mr. Willman. Does not
include 120,000 shares underlying options owned by Mr. Willman and 8,000 shares
underlying options owned by Mrs. Willman which are not exercisable within 60
days of the date hereof. Mr. Willman has granted individual options to certain
employees of Wyndgate Technologies to purchase all or any part of 109,434 of his
shares of the Company, exercisable until September 21, 2005.

(8)
Not used.

(9) Includes
600,000 shares underlying options. Does not include 900,000 options which are
not exercisable within 60 days of the date of February 28, 2004.

(10)
Includes 150,000 shares underlying options.

(11) Includes
50,000 shares underlying options. Does not include 7,000 shares which do not
vest within 60 days of the date of February 28, 2004.

(12)
Includes 50,000 shares underlying options.

(13) Includes
30,000 shares underlying options. Does not include 15,000 shares underlying
options which are not exercisable within 60 days of the date of February 28,
2004.

(14)
Includes 40,000 shares underlying options. Does not include 10,000 shares
underlying options which are not exercisable within 60 days of the date of
February 28, 2004.

(15)
Includes the following shares owned by subsidiaries of Heng Fung: (i) 3,050,000
shares owned by Online Credit.; and (ii) 11,210,195 shares in which a subsidiary
of eBanker holds a security interest.

(16)
Includes the following shares underlying derivative securities owned by
subsidiaries of Heng Fung: (i) 11,186,430 shares underlying warrants in which a
subsidiary of eBanker holds a security interest.; and (ii) 1,000,000 shares
underlying warrants owned by eVision.

(17)
Global Med China & Asia Limited (GMCAL) owns 11,210,195 shares. eBanker
transferred 11,210,195 shares to GMCAL in October 2002.

(18)
GMCAL owns 10,186,430 warrants. eBanker subsidiary transferred 10,186,430
warrants to GMCAL in October 2002. In addition, includes 1,000,000 shares
underlying warrants owned by eVision.

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.

38

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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.

During 2003,
2002 and 2001, eVision provided the Company with various accounting  services. The
Company recognized $48 thousand, $52  thousand, and $123  thousand in general and
administrative expenses related to these services.  During 2003, 2002, and 2001,  the
Company incurred $508 thousand, $460  thousand, and $453 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
Heng Fung. Global Med International Holdings Limited (GMIHL) is a  subsidiary
of eBanker. The Company  incurred $24 and $12 thousand in  interest charges from GMIHL
during 2003 and 2002, respectively, and none during  2001.

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,
2003 and 2002, and fees billed for other services rendered by Ehrhardt Keefe
Steiner & Hottman PC during those periods.

|                               | Years EndedDecember 31, 2003 | December 31, 2002
|------------------------------ | ---------------------------- | -----------------
|Audit Fees                     |                              | $58,514          
|Audit and Tax Related Fees (1) |                              | $13,302          
|Tax Fees (2)                   |                              | $15,000          

|(1) |  | Audit-and
Tax Related  Fees are for  assurance  and tax related  services.  The primary  component
of these fees was research  activity with respect to certain accounting and tax issues.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Tax
fees in 2002 primarily related to advice and assistance with respect to tax compliance
matters.  For 2003, the Company has not  yet filed its 2003 returns and minimal work has
been done to date on these returns.  The Company has accrued  approximately  $15,000 in
its balance sheet for performance of these services for the tax return for the year ended
December 31, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

39

---

# PART
IV

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

(a)
Exhibits.

# INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                           | Page
|------------------------------------------------------------------------------------------ | ----
|Independent Auditors Report  Ehrhardt Keefe Steiner & Hottman PC                         |     
|Consolidated Balance Sheets as of December 31, 2003 and 2002                               |     
|Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001 |     
|Consolidated Statements of Stockholders Deficit for the years ended                       |     
|December 31, 2003, 2002 and 2001                                                           |     
|Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 |     
|Notes to Consolidated Financial Statements                                                 |     

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

(b)  Current
Reports on Form 8-K:

A Current
Report on Form 8-K was filed  November 18, 2003  announcing the Companys  financial
statement  results for the period ended  September 30, 2003.

40

---

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:  April 14,
2004

| | 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:  April 14,
2004

| | 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:  April 14,
2004

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

Date:  April 14,
2004

| | By:  /s/ Gary L. Cook
      Gary L. Cook, Director, Acting PrincipalFinancial
      and Accounting Officer Treasurer
      through February 28, 2004
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

Date:  April 14,
2004

| | By:  /s/ Gerald F. Willman, Jr.
      Gerald F. Willman, Jr., Director and Wyndgate
      Vice President Sales and Marketing
      (Wyndgate Technologies)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Date:  April 14,
2004

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

Date:  April 14,
2004

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

Date:  April 14,
2004

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

Date:  April 14,
2004

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

Date:  April 14,
2004

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

41

---

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

42

---

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

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

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

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

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

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

|10.13 | Warrant Agreement, dated February 11, 1997, between Global Med 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 | 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)
|----- | -----------------------------------------------------------------------------------------------------------------

43

---

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

44

---

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

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

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

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

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

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

|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 | 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.
|----- | -----------------------------------------------------

45

---

|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 Officerv 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.
|---- | --------------------------------------------------------------------------------------------

46

---

Independent
Auditors Report

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, 2003  and 2002,  and the  related  consolidated  statements
of  operations,  stockholders'  deficit and cash flows for the three years ended
December 31, 2003, 2002, and 2001. 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 auditing  standards  generally  accepted in the United
States of America.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of material
misstatement.  An audit  includes  examining,  on a test  basis,  evidence  supporting
the amounts and  disclosures  in the  financial  statements.  An audit also includes
assessing the accounting principles used and significant  estimates made by management,
as well as  evaluating the overall financial statement presentation.  We believe that our
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, 2003 and 2002,  and the results of their  operations and
their cash flows for the three years ended  December  31,  2003,  2002 and 2001 in
conformity  with  accounting  principles  generally  accepted in the United States of
America.

/s/ Ehrhardt
Keefe Steiner & Hottman PC

Denver,
ColoradoFebruary 6, 2004
except for Notes 2 and 11 as to which
are dated April 14, 2004

F-1

---

GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS(In thousands)

|                                                                       | December 31, |         
|---------------------------------------------------------------------- | ------------ | --------
|
|ASSETS                                                                 |              |         
|CURRENT ASSETS:                                                        |             
|Cash and cash equivalents                                              |              | $    983
|Accounts receivable-trade, net of allowance for uncollectible accounts |             
|of  $95 and $84 in 2003 and 2002, respectively                         |              | 286     
|Accrued revenues, net of allowance for uncollectible accounts of       |             
|$30 and $76 in 2003 and 2002, respectively                             |              | 72      
|Prepaid expenses and other assets                                      |              | 97      
|                                                                       |              |         
|Total current assets                                                   |              | 1,438   
|EQUIPMENT, FURNITURE AND FIXTURES, AT COST:                            |             
|Furniture and fixtures                                                 |              | 393     
|Machinery and equipment                                                |              | 305     
|Computer hardware and software                                         |              | 1,783   
|                                                                       |              |         
|                                                                       |              | 2,481   
|Less accumulated depreciation and amortization                         |              | (2,243  
|                                                                       |              |         
|Net equipment, furniture and fixtures                                  |              | 238     
|CAPITALIZED SOFTWARE DEVELOPMENT COSTS,                                |             
|net of accumulated amortization of $3,210 and $2,866,                  |             
|Respectively                                                           |              | 52      
|NOTES RECEIVABLE, RELATED PARTY                                        |              | --      
|NOTES RECEIVABLE, and accrued interest                                 |              | 481     
|                                                                       |              |         
|Total assets                                                           |              | $ 2,209 
|                                                                       |              |         
|                                                                       |              |         

See
accompanying notes to the consolidated financial statements.

F-2

---

GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS (CONTINUED)(In thousands)

|                                                             | December 31, |           
|------------------------------------------------------------ | ------------ | ----------
|
|LIABILITIES AND STOCKHOLDERS DEFICIT                        |              |           
|CURRENT LIABILITIES:                                         |             
|Accounts payable                                             |              | $      304
|Accrued expenses                                             |              | 623       
|Accrued payroll                                              |              | 174       
|Accrued compensated absences                                 |              | 501       
|Noncompete accrual                                           |              | 35        
|Deferred revenue                                             |              | 1,375     
|FINANCING AGREEMENTS, RELATED PARTY, net of                  |              | --        
|discount of $0 and $12, respectively                         |             
|                                                             |              |           
|Total current liabilities                                    |              | 3,012     
|DEFERRED REVENUE, less current portion                       |              | 14        
|FINANCING AGREEMENTS, RELATED PARTY                          |              | 529       
|INDEBTEDNESS DUE IN 2004, REFINANCED AS                      |             
|PREFERRED STOCK IN 2004, RELATED PARTY                       |              | 3,500     
|                                                             |              |           
|Total liabilities                                            |              | 7,055     
|                                                             |              |           
|COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 9)             |             
|STOCKHOLDERS DEFICIT:                                       |             
|Preferred stock, $.01 par value: Authorized shares - 10,000; |              | --        
|none issued or outstanding                                   |             
|Common stock, $.01 par value: Authorized shares - 90,000;    |              | 245       
|issued and outstanding shares-24,545 and 24,538 at           |             
|December 31, 2003 and 2002, respectively                     |             
|Additional paid-in capital                                   |              | 34,631    
|Warrants and  interest, parent company                       |              | --        
|Stock options issued for prepaid services                    |              | --        
|Accumulated deficit                                          |              | (39,722   
|                                                             |              |           
|                                                             |              |           
|Total stockholders deficit                                  |              | (4,846    
|                                                             |              |           
|Total liabilities and stockholders deficit                  |              | $   2,209 
|                                                             |              |           
|                                                             |              |           

See
accompanying notes to the consolidated financial statements.

F-3

---

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

|                                         | Year Ended December 31 |           |  
|---------------------------------------- | ---------------------- | --------- | -
|
|REVENUES:                                |                        |           |  
|License fees, maintenance and usage fees |                        | $   4,853 |  
|Implementation and consulting services   |                        | 1,661     |  
|                                         |                        |           |  
|                                         |                        | 6,514     |  
|                                         |                        |           |  
|COST OF REVENUES:                        |                       
|License fee, maintenance and usage fees  |                        | 1,391     |  
|Implementation and consulting services   |                        | 1,225     |  
|                                         |                        |           |  
|                                         |                        | 2,616     |  
|                                         |                        |           |  
|Gross profit                             |                        | 3,898     |  
|OPERATING EXPENSES:                      |                       
|General and administrative               |                        | 2,057     |  
|Sales and marketing                      |                        | 1,442     |  
|Research and development                 |                        | 595       |  
|Depreciation and amortization            |                        | 107       |  
|                                         |                        |           |  
|Operating expenses                       |                        | 4,201     |  
|                                         |                        |           |  
|Income (loss) from operations            |                        | (303      | )
|OTHER INCOME (EXPENSES):                 |                       
|Interest income                          |                        | 86        |  
|Interest expense                         |                        | (2        | )
|Interest expense to related party        |                        | (532      | )
|Financing costs to related party         |                        | (127      | )
|                                         |                        |           |  
|Loss before taxes                        |                        | (878      | )
|                                         |                        |           |  
|Income tax expense                       |                        | --        |  
|                                         |                        |           |  
|Net loss                                 |                        | $    (878 | )
|                                         |                        |           |  
|                                         |                        |           |  
|Basic and diluted loss per common share  |                        | $  (0.04  | )
|                                         |                        |           |  
|                                         |                        |           |  
|Weighted average number of common shares |                       
|Outstanding                              |                        | 24,545    |  
|                                         |                        |           |  
|                                         |                        |           |  

See
accompanying notes to the consolidated financial statements.

F-4

---

GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT(In
thousands)

|                                     | Common Stock | Additionalpaid-in | Warrants &Interest,parent | Stock OptionsIssued forPrepaid | Accumulated |          | 
|------------------------------------ | ------------ | ----------------- | ------------------------- | ------------------------------ | ----------- | -------- | 
|
|Balances, December 31, 2000          |              | 22,229            |                           | $     222                      |             | 32,482   | 
|Issuance of common stock for payment |             
|of interest, related party           |             
|(see note 2 )                        |              | 1,747             |                           | 17                             |             | 1,171    | 
|Prepaid interest to parent company   |             
|(see note 2), net of                 |             
|amortization of $507                 |              | --                |                           | --                             |             | --       | 
|Issuance of warrants to related      |             
|party (see note 2)                   |              | --                |                           | --                             |             | 510      | 
|Issuance of warrants for refinancing |             
|costs(see note 2), net of            |             
|amortization of $128                 |              | --                |                           | --                             |             | --       | 
|Issuance of options to consultants   |              | --                |                           | --                             |             | 15       | 
|Issuance of common shares for        |             
|services                             |              | 13                |                           | 1                              |             | 10       | 
|Issuance of common shares for        |             
|services, related party              |              | 267               |                           | 3                              |             | 169      | 
|Net loss                             |              | --                |                           | --                             |             | --       | 
|                                     |              |                   |                           |                                |             |          | 
|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 | 

F-5

---

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

|                                      | Common Stock | Additionalpaid-in | Warrants &Interest,parent | Stock OptionsIssued forPrepaid | 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 options to consultants    |              | --                |                           | --                             |             | 25     | 
|Issuance of common shares for         |             
|services, related party (see note 5)  |              | 7                 |                           | --                             |             | 7      | 
|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 SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)

|                                                                | Year Ended December 31, |       |  
|--------------------------------------------------------------- | ----------------------- | ----- | -
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                         |       |  
|Net loss                                                        |                         | $(878 | )
|Adjustments to reconcile net loss to net cash provided by (used |                        
|in) operating activities:                                       |                        
|Depreciation and amortization                                   |                         | 107   |  
|Amortization of software development costs                      |                         | 344   |  
|Amortization of financing costs, related party                  |                         | 127   |  
|Issuance of common stock for payment of interest, related party |                         | 221   |  
|Amortization of discount on note payable, related party         |                         | 12    |  
|Issuance of common stock, options and warrants                  |                        
|for services and other                                          |                         | 66    |  
|Bad debt expense, (credit)                                      |                         | (35   | )
|Non-cash settlements                                            |                         | (924  | )
|Changes in operating assets and liabilities:                    |                        
|Accounts receivable-trade                                       |                         | 351   |  
|Accrued revenues, net                                           |                         | 159   |  
|Prepaid expenses and other assets                               |                         | 20    |  
|Notes receivable, accrued interest                              |                         | (81   | )
|Accounts payable                                                |                         | 127   |  
|Accrued expenses                                                |                         | (50   | )
|Accrued payroll                                                 |                         | 12    |  
|Accrued compensated absences                                    |                         | 34    |  
|Deferred revenue                                                |                         | 412   |  
|                                                                |                         |       |  
|Net cash provided by (used in) operating activities             |                         | 24    |  
|                                                                |                         |       |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |                        
|Purchases of equipment and fixtures                             |                         | (59   | )
|Notes receivable, related party                                 |                         | --    |  
|Issuances of notes receivable                                   |                         | (30   | )
|Funded software development                                     |                         | --    |  
|Maturities of investments                                       |                         | 60    |  
|Increase in capitalized software development costs              |                         | (19   | )
|                                                                |                         |       |  
|Net cash used in investing activities                           |                         | (48   | )
|                                                                |                         |       |  

See
accompanying notes to the consolidated financial statements.

F-7

---

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

|                                                      | Year Ended December 31, |         |  
|----------------------------------------------------- | ----------------------- | ------- | -
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                 |                         |         |  
|Proceeds from note payable, related party             |                         | --      |  
|Principal payments under capital lease obligations    |                         | --      |  
|Issuance of common stock, net of offering costs       |                         | --      |  
|                                                      |                         |         |  
|Net cash provided by (used in) financing activities   |                         | --      |  
|                                                      |                         |         |  
|NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS |                         | (24     | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR        |                         | 1,007   |  
|                                                      |                         |         |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR              |                         | $   983 |  
|                                                      |                         |         |  
|                                                      |                         |         |  

SUPPLEMENTAL
DISCLOSURES OF NONCASH TRANSACTIONS:

Cash
paid for interest in 2003, 2002 and 2001 was $202 thousand, $9 thousand, and $25
thousand, respectively. 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 and $25 thousand paid in
interest in 2002 and 2001, none was paid to eBanker USA.com, Inc.

The
Company recognized expenses of approximately $34 thousand, and $25 thousand for
the years ended December 31, 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 each of the years in the three-year
period ended December 31, 2003.

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 2002 or 2001. 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 financials statements.

F-8

---

GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARYNOTES
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 14% of PeopleMed is
owned by certain officers and directors of Global Med Technologies, Inc. The
remaining 3% 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
China 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 10.4% owned by Heng Fung Holdings Limited (Heng Fung) and
its subsidiary, Online Credit (Online Credit) and Heng Fung
Singapore Ptc. Limited. Currently, GMCAL is a shareholder of Global Med. Until
November, 2001 and November 2002, eVision was also 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 is
now directly controlled by Online Credit instead of  eVision.

During
2003, 2002 and 2001, eVision provided the Company with various accounting
services. The Company recognized $48 thousand, $52 thousand, and $123 thousand,
respectively, in general and administrative expenses related to these services.
During 2003, 2002, and 2001, the Company incurred $508 thousand, $460 thousand,
and $453 thousand, respectively, in interest charges from eBanker. Global Med
International Holdings Limited (GMIHL) is a subsidiary of eBanker.
The Company incurred $24 thousand, and $12 thousand in interest charges from
GMIHL during 2003 and 2002, respectively, and none during 2001. As discussed
further in note 2, Global Med has an outstanding note payable as of December 31,
2003 of $200 thousand to GMIHL. During 2003, 2002, and 2001, all of the
Companys financing costs were derived from arrangements with eBanker,
GMCAL, or GMIHL.

F-9

---

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

As of
June 21, 2002, the Companys Board of Directors had independently 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
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 borrowings 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. 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
PRESENTATION

During
2003, the Company incurred a net loss of $878 thousand and provided $24 thousand
of cash from operations. For the year ended December 31, 2002 and 2001, the
Company provided $547 thousand and used $100 thousand respectively, in operating
activities. On July 1, 2001, the note payable with eBanker was automatically
extended to July 1, 2003. On April 7, 2003, GMCAL and Global Med entered into an
agreement to extend the repayment date of the $3.829 million loan from July 1,
2003 to January 1, 2004. As part of the extension agreement, 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. Global Med
paid to GMIHL on behalf of GMCAL $200 thousand of the $287 thousand extension
fee and the remaining $87 thousand for the extension fee was accrued in the
accompanying balance sheet as of December 31, 2003. The accrued interest in the amount
of $87 thousand was paid in April 2004.

Management
anticipates that the cash, accounts receivable balances, recurring revenues,
proceeds from the future sales 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 2004 and
for general working capital purposes. The Company continues to pursue financing
alternatives through the issuance of additional equity or debt.

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, 2003 and 2002 because PeopleMed had a
stockholders deficit.

F-10

---

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

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

CREDIT RISK AND
MARKET RISK

Accounts
receivable at December 31, 2003 and 2002 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. 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.
All of PeopleMeds customers are 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 $125  thousand and  $160 thousand, respectively, at
December 31, 2003 and 2002 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 theimpairment 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, 2003 or 2002.

F-11

---

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

SOFTWARE
DEVELOPMENT COSTS

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

Capitalized
software development costs are reported at the lower of unamortized cost or net
realizable value. Commencing upon the initial product release or when software
development revenue has begun to be recognized, these costs are amortized, based
on current and future revenue for each product with an annual minimum equal to
the straight-line amortization over the remaining estimated economic life of the
product, generally three years. During the quarter ended September 30, 2001, the
company revised its estimated period for amortizing capitalized software
development costs for SafeTrace Tx from three to approximately four years. The
change in estimate was based primarily on a revised product life cycle of this
product and future revenue estimates. For the years ended December 31, 2003,
2002 and 2001, the Company recorded approximately $344 thousand, $481 thousand,
and $597 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.com 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 a 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. Amortization of
capitalized software costs is included in cost of revenues in the accompanying
statements of operations.

For
the last six months of fiscal year 2002, and during the year ended December 31,
2003, 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.

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, 2003 and 2002, $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-12

---

GLOBAL
MED TECHNOLOGIES, INC. AND SUBSIDIARYNOTES
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.

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.

Support
agreements generally call for the Company to provide technical support and
software updates, on an 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.

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.

F-13

---

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

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.

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.

SIGNIFICANT
CUSTOMERS

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. During the year ended December 31, 2001 there were no
customers accounting for more than 10% of the Companys revenues.

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. No further
refunds will be available to the Significant Customer in the event that a
suitable replacement customer is not found by July 1, 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.

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, 2003, 2002
and 2001 approximately 1.2 million, 4.2 million, and 4.5 million equivalent
dilutive securities (primarily convertible debt, 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.

F-14

---

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

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.

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                        |                         | $  (878 | )
|Pro forma net loss under SFAS 123           |                         | (2,117  | )
|Pro forma net loss per share under SFAS123- |                        
|Basic and Diluted                           |                         | (0.09)  |  
|Assumptions:                                |                        
|Dividend Yield                              |                         | --      |  
|Volatility factor                           |                         | 385     | %
|Risk free interest rate                     |                         | 2.97    | %
|Expected Life of Option (in years)          |                         | 5.9     |  

The
estimated fair value of the total options granted during the years ended
December 31, 2003, 2002 and 2001 was $46 thousand, $1.612 million, and $5
thousand, respectively. The estimated fair value compensation expense associated
with the options granted during 2003, 2002, and 2001, and their respective
portions vesting were $34 thousand, $98 thousand, and $12 thousand,
respectively, for the years ended December 31, 2003, 2002, and 2001.

The
weighted-average estimated fair value of employee stock options granted during
2003, 2002, and 2001 was $0.68, $0.58, and $0.54 per share, respectively. For
purposes of pro forma disclosures, the estimated fair value of the options is
amortized to expense over the vesting period.

RECENTLY ISSUED
FINANCIAL ACCOUNTING STANDARDS

In
April 2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. The Statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities. This Statement is effective for
contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
Company adopted SFAS No. 149 on July 1, 2003 and the adoption did not have a
material impact on its financial condition and results of operations of the
Company.

F-15

---

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

In May
2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The
Statement improves the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. FASB No. 150 requires
that those instruments be classified as liabilities in statements of financial
position. The Company adopted SFAS No. 150 on July 1, 2003, and the adoption did
not a material impact on the financial position or results of operations of the
Company.

In December
2003, the Staff of the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 104, Revenue Recognition, which amends SAB 101, Revenue
Recognition in Financial Statements. SAB 104s primary purpose is to rescind
accounting guidance contained in SAB 101  related to multiple-element revenue
arrangements, superseded as a result of the issuance of  ETIF 00-21, Accounting for
Revenue Arrangements with Multiple Deliverables. Additionally SAB 104 rescinds the
SECs Revenue Recognition in Financial Statements Frequently Asked Questions  and
Answers, or FAQ, issued with SAB 101 that had been codified in SEC Topic 13, Revenue
Recognition. Selected portions of the FAQ have been incorporated into SAB 104.
While the wording of SAB 104  has changed to reflect the issuance of ETIF 00-21, the
revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB
104.  Adoption of this standard had no material impact on our financial statements.

Reclassifications

Certain
reclassifications have been made to the 2002 and 2001 financial statement to
conform to the 2003 presentation.

NOTE 2.
FINANCING AGREEMENTS, RELATED PARTY

Summary of
Financing Agreements

As of
December 31, 2003, 2002, and 2001, the Company had $4.029 million, $4.017
million, and $3.829 million, respectively, outstanding under financing
agreements with related parties.

As of
December 31, 2003, 2002 and 2001 the accrued interest balances on the loans from
eBanker were $87, $0 and $54 thousand, respectively. The accrued interest
balance is included in accrued expenses in the balance sheets.

Financing
Agreements with Related parties

In April
1998, Global Med entered into financing agreements with Online Credit and  Fronteer
Capital, a subsidiary of eVision. Online  Credit committed to  extend a line of credit in
the amount of $1.5 million and Fronteer Capital  committed to extend $1.65  million under
separate agreements. The  interest rate under both agreements was 12% per annum. In
consideration for the  commitments, Global Med issued Online Credit and Fronteer Capital
warrants to purchase 6 million and 1 million shares,  respectively, of  Global Med common
stock exercisable at $0.25 per share. Fronteer Capital would  be granted an additional
warrant to acquire 5 million shares of Global  Med common stock at $0.25 per share upon
the initial borrowing under the  financing agreement. Additionally, Online Credit was
granted the right to  appoint five members to the board of directors of  Global Med so
long as  there are any amounts outstanding under its original agreement. Online Credit
has appointed such  members to the Board of Directors of Global Med. In  the event of
default, amounts due under these commitments were  convertible into common shares of
Global Med at $0.05 per share.

F-16

---

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

In
October 1998, eBanker and Global Med agreed to an assignment of the loan
commitment from Fronteer Capital, excluding the warrant to purchase 1 million
shares of common stock issued in connection with the commitment. Global Med
issued eBanker a warrant to purchase 5 million shares of Global Med common stock
at $0.25 per share upon initial borrowing under the financing agreement in
October 1998. Additionally, in October 1998, eBanker purchased from Online
Credit $1 million of its $1.5 million total notes receivable from Global Med and
a warrant to purchase 4 million shares of common stock of Global Med at $0.25
per share for a total purchase price of $1.1 million.

As of
December 31, 1998, Global Med owed eBanker the $1.65 million under Fronteer
Capitals original financing agreement plus the $1 million under Online
Credits original financing agreement for a total of $2.65 million.
Additionally, at December 31, 1998 Global Med owed Online Credit $500 thousand
under its financing agreement. Amounts borrowed under these agreements were
initially due in April 1999.

In  March 1999,
Online Credit exercised its remaining 2 million warrants in  cancellation of the
remaining $500 thousand it had extended to Global Med.  Additionally, eBanker extended
the due date for the $2.65 million outstanding  under its  financing agreements with
Global Med until April 15, 2000.  In consideration for the extension, Global Med paid
eBanker  a 2% fee in the form of 42.4 thousand shares of Global Med common stock and the
default conversion feature of the loans was increased from $0.05 per share to  $0.25 per
share.

In
March 1999, eBanker extended a $750 thousand bridge loan to Global Med due in
December 1999. The outstanding bridge loan balance was convertible into common
shares of Global Med at the rate of $1.13 per share. The bridge loan bore
interest at 12% and eBanker was paid a 2% commitment fee in the form of
approximately 13 thousand shares of Global Meds common stock.

In
April 1999, Online Credit entered into a bridge loan commitment with Global Med
for $2 million due in April 2000. The outstanding bridge loan balance was
convertible into shares of Global Med at the rate of $1.15 per share. The bridge
loan bears interest at 12% and Online Credit was paid a 5% commitment fee in the
form of approximately 87 thousand shares of Global Meds common stock.

In
October 1999, Online Credit, as agreed to by Global Med, assigned to eBanker its
$2 million bridge loan commitment to Global Med and transferred to eBanker
approximately 87 thousand shares of Global Med common stock issued in
consideration for the loan commitment to eBanker. Also in October 1999, eVision
and eBanker entered into a lock up agreement whereby Global Med issued 50
thousand and 450 thousand shares of its common stock to eVision and eBanker,
respectively, in consideration for eVision and eBanker agreeing to restrict
sales of their holdings of Global Med common stock and warrants for a period of
one year.

In
December 1999, the $750 thousand bridge loan was extended to September 2000. In
consideration for the extension, eBanker received a 2% fee in the form of
approximately 13 thousand shares of Global Med common stock and the conversion
rate was reduced from $1.15 per share to $0.50 per share.

At
December 31, 1999, $4.4 million was outstanding under eBankers financing
agreements with Global Med and $1 million remained available under the bridge
loan commitment of eBanker.

In
April 2000, the $2.65 million loans and the $2 million bridge loan were extended
to January 2001. Under the terms of the extension, if the loans were not repaid
by January 2001, they would automatically extend to April 2001, the conversion
features would be eliminated and eBanker would be granted warrants to acquire
Global Med common stock at $0.50 per share. The number of warrants to be issued
would be based on the total principal and interest outstanding divided by the
exercise price of $0.50 per share. A conversion feature was added to the $2.65
million loan that entitled eBanker to convert the loan into shares of Global Med
common stock at a rate of $1.68 per share. Additionally, the $750 thousand
bridge loan was extended to January 2001. In consideration for these extensions,
eBanker was paid a 2% fee in the form of 160 thousand shares of Global Med
common stock.

F-17

---

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

In
November 2000, eBanker agreed to exercise warrants to purchase 8 million shares
of common stock of Global Med at $0.25 per share in exchange for canceling $2
million of its notes receivable from Global Med. The remaining $3.4 million
outstanding under the various financing agreements and accrued interest of
$428.7 thousand were combined into one agreement and the due date was extended
to July 1, 2001. Global Med agreed to pay interest of 12% per annum on a
semi-annual basis, with the first interest payment due May 19, 2001.

The 8
million shares of common stock were issued on February 28, 2001 and were
considered outstanding as of November 19, 2000. In consideration for the
extension of the remaining principal and interest, eBanker received a fee of 5%
payable in 197.6 thousand shares of common stock of Global Med. As the principal
and interest were not paid in full by July 1, 2001, the due date of the
principal automatically extended to July 1, 2003 and Global Med issued eBanker
warrants to acquire up to 10.186 million shares of Global Med common stock with
an exercise price of $0.50 per share. The outstanding loan balance was
convertible into the common stock of Global Med at eBankers option at a
rate of $1.00 per share through June 30, 2001 at which time the conversion
option expired. Additionally, until June 30, 2003 upon the occurrence of certain
events related to a certain contract Global Med was negotiating, Global Med had
the right, in its discretion, to put its shares of common stock worth up to $1.5
million to eBanker at $0.50 per share in the form of exchanging debt for common
stock. The default conversion rate under this extension is $1.00 per share. As
consideration for this provision, eBanker was issued 500 thousand restricted
shares of Global Med common stock. As a result of these transactions,
eBanker obtained control of Global Med and Global Med was reflected in
eBankers consolidated financial statements as a consolidated subsidiary
effective November 19, 2000.

The
financing agreements initiated with eBanker are secured by all of Global
Meds assets including its shares in PeopleMed and the assets of PeopleMed
and Global Med, including intellectual property. As part of the November 19,
2000 Loan Agreement, the Personal Guarantee of Dr. Michael I. Ruxin, as dated
August 12, 1998, and assigned to eBanker, was reduced from $1.5 million to $650
thousand plus pro rata accrued interest. The personal guarantee is limited to
certain of Dr. Ruxins assets. As part of the November 19, 2000 Financing
Agreement, Global Med agreed to register and maintain registration for all
present and future shares including underlying warrants, belonging to eBanker.
Global Med may file a registration statement for the common shares underlying
these warrants during 2004.

If
Global Med defaults on the repayment of any amount borrowed under the financing
agreements initially issued to eBanker, all existing members of the board of
directors of Global Med will be required to resign and GMCAL will have the right
to appoint all new members.

As of
December 31, 2000, principal of $3.829 million and accrued interest of $54
thousand were outstanding under the financing agreements between eBanker and
Global Med and there were no remaining amounts available under the commitment
agreement.

On
March 22, 2001, Global Med and eBanker entered into an interest payment option
agreement that provided for Global Med to have the option, with five days prior
written notice, to elect and pay to eBanker, before July 1, 2001, Global
Meds entire interest payment calculated for the life of loan agreement
dated November 19, 2000, in the form of 1.747 million shares of Global Med
common stock (calculated at $0.6875 per share, which was the prevailing market
price on March 22, 2001). In the event that Global Med paid down any principal
on the loan prior to July 1, 2003, eBanker would return a number of shares
determined by calculating the pro-rata interest avoided due to early repayment
of principal divided by $0.6875 per share. As the loan was not repaid as of July
1, 2003, none of the 1.747 million issued for prepaid interest were returned by
eBanker to the Company.

On
June 20, 2001, the Company elected to exercise the interest payment option. As a
result, eBanker was issued 1.747 million shares of the Companys common
stock as payment for the interest expense on the Companys outstanding loan
balance with eBanker of $3.829 million through the loans maturity date of
July 1, 2003. These shares were valued at $1.188 million based on the market
value of the stock on June 20, 2001. The Company recorded $681 thousand in a
contra-equity account associated with the issuance of these shares as of
December 31, 2001. In addition, $277 thousand in accrued interest related to the
eBanker loan was eliminated from the Companys accrued expenses balance as
of June 30, 2001, as a result of this transaction. After this transaction, the
effective interest rate on the loan remained at 12% per annum.

F-18

---

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

On
July 1, 2001 in accordance with the terms of the existing financing agreement,
eBanker received the right to warrants to acquire up to 10.186 million shares of
Global Med common stock with an exercise price of $0.50 per share. These
warrants were valued at $510 thousand. On July 1, 2001 the maturity date of the
note payable was automatically extended to July 1, 2003; and as of that date,
the outstanding debt was no longer convertible into the common stock of the
Company at $1.00 per share. If Global Med defaults on repayment of any amount
borrowed under the existing financing agreement, all existing members of the
Board of Directors of Global Med will be required to resign and GMCAL will have
the right to appoint all new members. The warrants expire on July 1, 2011.
Pursuant to the November 2000 financing agreement between the Company and
eBanker, the Company is obligated to maintain current registration on the
shares, underlying the warrants, for resale under the Securities Act of 1933
(1933 Act). Global Med may file a registration statement for the
common shares underlying these warrants during 2004. The Company used
independent, third party consultants for estimating the fair value of the
warrants to purchase 10.186 million shares of the Companys common stock.
The warrants were valued at $510 thousand. The Company recorded $510 thousand in
deferred financing costs associated with the issuance of these warrants as of
July 1, 2001. The Company amortized the costs associated with these warrants
over 24 months, the remaining life of the note payable starting July 1, 2001.
The Company recognized approximately $128 thousand in financing costs related to
the issuance of these warrants as of December 31, 2001, and $255 thousand in
financing costs related to the issuance of these warrants as of December 31,
2002.

As of
December 31, 2001, principal of $3.829 million, and $681 thousand in a
contra-equity account associated with the issuance of shares for prepaid
interest were outstanding under the terms of this financing agreement.

In June,
2002, the Company entered into a agreement whereby Global Med  International Holdings
Limited (GMIHL), a related foreign  entity owned by eBanker, advanced $200
thousand to the Company in the form of  a note payable (the Note). The Note
was due  on July 1, 2003  and bears no interest. In lieu of interest, the Note holder
received the  following consideration:

|o |  | Global Med committed to obtain GMIHL written approval before committing to issue
Global Med common shares either directly, or through derivative instrument, in
transaction pursuant to which Global Med will receive net proceeds per share of
less than $1 after expenses fees and expenditures commitments (except pursuant
to employee and consulting options, warrants and/or stock bonuses approved by
Global Meds Board of Directors and/or pursuant to any existing contractual
commitment, including, but not limited to any currently outstanding stock
options and warrants). GMIHL was given full authority in providing or
withholding this approval.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | GMIHL received exclusive marketing rights for a period of 36 months to
certain Asian Countries. These rights survive the  repayment of the Note.
These rights continue for an additional 36 months if certain revenue commitments
are achieved during the  initial 36-month period. For each 36-month
period thereafter, these commitments will be extended for an additional 36
months if  certain additional commitments are received. The Note
acknowledges that the exclusive marketing rights granted under the Note
contains exceptions for certain countries for which there were marketing
agreements in place as of the effective date of the Note.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the
absence of a stated interest rate on this note, an interest rate of 12% was
imputed to this Note. In addition, the value of the exclusivity agreement is
deemed to be $24 thousand, the same amount of the imputed interest over the life
of the loan. The value of the exclusivity agreement is being amortized ratably
over the 36-month exclusivity period.

As of
December 31, 2002, principal of $3.829 million and $221 thousand, respectively,
in a contra-equity account associated with the issuance of shares for prepaid
interest were outstanding under the terms of this financing agreement. As of
December 31, 2002, principal of $200 thousand and a discount of $12 thousand
were outstanding between GMIHL and Global Med.

On
April 7, 2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
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. 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, the Global Med had paid GMCAL $200
thousand of the $287
thousand extension fee and the remaining $87 thousand for the extension fee and
interest is due January 1, 2004.

F-19

---

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

On
October 29, 2003, eBanker and Global Med entered into an extension agreement for
the $200,000 loan and promissory note dated June 18, 2003. The principal loan
amount of $200,000 was extended until January 1, 2004 with interest accruing
from July 1, 2003 to January 1, 2004 (Extension Period) at 12% per annum.
Interest for the Extension Period is payable on July 1, 2004. All other terms
and conditions remained in effect. As of December 31, 2003, principal of $200
thousand and accrued interest of $12 thousand were outstanding.

As of
September 2003, all of the Companys outstanding related party debt totaling
$4.029 million had been transferred to GMIL, a subsidiary of Heng Fung.

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 preferred stock (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 the date of this
agreement, Global Med had paid GMIL $287 thousand of the $287 thousand extension
fee. See Note 11 of the consolidated
financial statements for further discussion of the Preferred Stock

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 willnot 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.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 Heng Fung Holdings, Ltd, 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,
these agreements preserved the right of the 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, lender 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. Borrower agrees not to increase the number of directors above nine
except with Lenders written consent.

F-20

---

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

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.

At
December 31, 2003, principal of $529 thousand and accrued interest of $87
thousand were outstanding under the terms of a Remaining Debt agreement. As of
December 31, 2003, Indebtedness due in 2004, Refinanced as Preferred Stock in
2004, Related Party in the amount of $3.5 million and no accrued interest was
outstanding.

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 carryforwards of approximately $23.9 million
which expire in the years 2008 to 2023. Net operating loss carryforwards of
approximately $4.82 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 in ($000s):

|                                                      | 2003 | 2002   | 2001
|----------------------------------------------------- | ---- | ------ | ----
|Expected tax benefit                                  |      | $(299  | )   
|Effect of permanent differences                       |      | 133    |     
|Change in valuation allowance for deferred tax assets |      | 193    |     
|State tax benefit, net of federal provision (benefit) |      | (16    | )   
|Other                                                 |      | (11    | )   
|                                                      |      |        |     
|Income tax expense                                    |      | $   -- |     
|                                                      |      |        |     
|                                                      |      |        |     

The
components of the deferred tax assets and liabilities as of December 31, 2003
and 2002 are as follows in ($000s):

|                                               | 2003 | 2002       
|---------------------------------------------- | ---- | -----------
|Deferred tax assets:                           |      |            
|Net operating loss carryforwards               |      | $   9,438  
|Allowance for uncollectible accounts and notes |     
|Receivable                                     |      | 49         
|Unearned revenue and accrued expenses          |      | 746        
|                                               |      |            
|Gross deferred tax assets                      |      | 10,233     
|Valuation allowance                            |      | (10,213    
|                                               |      |            
|Net deferred tax assets                        |      | 20         
|Deferred tax liabilities:                      |     
|Capitalized software development costs         |      | 20         
|                                               |      |            
|Gross deferred tax liabilities                 |      | 20         
|                                               |      |            
|Deferred tax assets, net                       |      | $        --
|                                               |      |            
|                                               |      |            

F-21

---

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

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 $262 thousand, $254 thousand and $206 thousand for the years
ended December 31, 2003, 2002 and 2001, respectively.

The
following represents the future minimum lease payments for all non-cancelable
operating leases at December 31, 2003 in ($000s):

|                             | OperatingLeases
|---------------------------- | ---------------
|2004                         |                
|2005                         |                
|2006                         |                
|2007 and thereafter          |                
|                             |                
|Total minimum lease payments |                
|                             |                
|                             |                

NOTE 6.
STOCKHOLDERS EQUITY

In the
second quarter of 2001, the Company amended the 1997 Stock Compensation Plan.
The amended 1997 Stock Compensation Plan provides for the issuance of up to 1
million registered shares of common stock to employees, consultants and others
involved in the Companys business. A total of 170 thousand shares of
common stock of Global Med have been issued under the stock compensation plan as
of December 31, 2003, and 830 thousand shares are available for grant under the
Stock Compensation Plan.

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, 21 thousand were issued  as of December 31, 2003. 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 December  2001, the 30 thousand shares of common stock  issued to a third
party in 2000 were constructively returned to the Company as  part of a final settlement
with this third party, and these shares were  returned to the Stock Compensation Plan.
This  resulted in the Company  recognizing a reduction in the statement of operations
during 2001, of $28  thousand. During the  years ended December 31, 2003, 2002 and 2001,
the  Company recognized $7 thousand, $7 thousand, $15 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.

Sales of
Common Stock

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.

F-22

---

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

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.

Consultancy
Agreement

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

Upon execution
of this agreement, the Company agreed to issue to OTC Financial, or  its assigns, 250
thousand shares of Global Med  restricted common stock.

On the
effective date of the agreement, the 250 thousand shares of common stock had  a fair
value of $375 thousand based on quoted  market prices of the  Companys common
stock. The amount was recorded as a prepaid expense and  was being amortized over the
term of the agreement. The Company  cancelled its agreement with OTC in February 2001. As
a result, the Company  recognized  the remaining unamortized costs associated with the
250  thousand shares in the amount of $172 thousand in 2001.

PEOPLEMED

March and
October of 2000, PeopleMed sold 50 thousand and 160 thousand shares,  respectively, of
its $.001 par value common stock at  $1.00 per share for  a total of $210 thousand. The
cash payments received less offering costs are  reflected as contributed  capital in the
accompanying financial  statements. In addition, 5 thousand shares of PeopleMed common
stock were  granted to  an officer of PeopleMed for services valued at $5 thousand.

NOTE 7.
STOCK OPTION PLANS AND WARRANTS

In the
second quarter of 2001, the Company adopted the 2001 Stock Option Plan
(2001 Plan). The 2001 Plan provides for the issuance of options to
purchase up to 15 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, 2003, options to purchase 2.701 million
shares of the Companys common stock at a weighted average exercise price
of $0.58 per share were outstanding under the 2001 Plan, of which 761 thousand
options to purchase shares were exercisable at December 31, 2003. 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 2003, the Company issued 68 thousand stock options under the
2001 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 the Company. Options may be
granted as incentive stock or as nonqualified stock options.

F-23

---

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

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,
2003, options to purchase 1.228 million shares of the Companys common
stock at a weighted average exercise price of $1.16 per share were outstanding
under the Plan, of which 1.178 million options to purchase shares were
exercisable at December 31, 2003.

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, 2003, there were options to purchase 4.61 million shares under the 2003 Plan
that were issued to such persons prior to the adoption of the 2003 Plan and
lacked registration rights. Although approved by the Board, the Company has not
yet filed an S-8 registration statement to register the 5 million shares
issuable under the 2003 Plan. The range of the exercise prices for these options
is $0.56 to $2.50 per share. The weighted-average exercise price of these
options is $0.69 per share. There were 3.021 million options exercisable under
the 2003 Plan as of December 31, 2003.

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, 2003, there were options to purchase 220 thousand shares
of common stock at a weighted average exercise price of $2.08 per share through
2003 were outstanding, of which 201 thousand were exercisable at December 31,
2003.

During
2001, the Company issued 34 thousand stock options.

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, which are exercisable only at the earlier of (i) such time as
the earnings of the Company are at least $.01 per share, reported in the
Companys audited financial statements; (ii) such time as the Company is
sold or merged, or there is a change in control of the Company; or (iii) 5 years
from the effective date, and are exercisable at $0.5625 per share for a period
of ten years.

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

|                               | 2003 | 2002      | 2001 |    |     |          
|------------------------------ | ---- | --------- | ---- | -- | --- | ---------
|
|Outstanding, beginning of year |      | 8,911,942 |      | 0  | .75 | 6,257,971
|Granted                        |      | 68,000    |      | 0  | .68 | 2,827,500
|Forfeited/cancelled            |      | (225,000  | )    | 0  | .54 | (173,529 
|Exercised                      |      | --        |      | -- |     | --       
|                               |      |           |      |    |     |          
|Outstanding, end of year       |      | 8,754,942 |      | 0  | .76 | 8,911,942
|                               |      |           |      |    |     |          

*
Price reflects the weighted average exercise price.

The
following table presents the composition of options outstanding and exercisable
as of December 31, 2003:

|                        | Options Outstanding |           | Exercisable Options |         |    
|----------------------- | ------------------- | --------- | ------------------- | ------- | ---
|
|$   0.45 - 0.55         |                     | 104,000   |                     | $     0 | .48
|0.56- 1.00              |                     | 7,815,498 |                     | 0       | .65
|1.01 - 1.50             |                     | 289,000   |                     | 1       | .15
|1.51 - 2.00             |                     | 322,194   |                     | 1       | .78
|2.45 - 3.00             |                     | 210,750   |                     | 2       | .51
|3.75 - 3.75             |                     | 13,500    |                     | 3       | .75
|                        |                     |           |                     |         |    
|Total December 31, 2003 |                     | 8,754,942 |                     | 0       | .76
|                        |                     |           |                     |         |    

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

F-24

---

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

Warrants

The
following summarizes the outstanding warrants to purchase shares of common stock
of Global Med for the years ended December 31, 2003, 2002 and 2001:

|                             | Number ofWarrants | WeightedAverageExercise Price
|---------------------------- | ----------------- | -----------------------------
|Balance at December 31, 2000 |                   | 4,645,888                    
|Issued                       |                   | 10,186,430                   
|                             |                   |                              
|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                   
|                             |                   |                              
|                             |                   |                              

Of the
warrants outstanding as of December 31, 2003, 12.192 million belong to related
parties. GMCAL holds warrants to purchase 11.186 million shares of common stock;
eVision holds warrants to purchase 1 million shares of common stock; and Michael
I. Ruxin, the Companys CEO and Chairman holds warrants to purchase 6
thousand shares of the Companys common stock. All of the outstanding
warrants are exercisable and expire in the years 2004 to 2011.

On
June 2, 1999, the Board of Directors authorized the extension of the 10% Note
Warrants. These warrants to purchase 188 thousand shares of common stock of
Global Med at $3.75 per share were originally granted on June 26, 1996 and were
exercisable for a period of three years, through June 26, 1999. The expiration
date was extended to June 26, 2004 by the Board of Directors. All other terms
remained the same. Using the Black Scholes model for estimating fair value, the
Company recognized $238 thousand of financing costs expense on this transaction.

On
July 1, 2001, the Company issued 10.186 million warrants to eBanker exercisable
at $0.50 per share. See Note 2 for further discussion.

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

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 2003, 2002 or 2001.

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
$6 thousand, $12 thousand and $46 thousand for the years ended December 31,
2003, 2002 and 2001, 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 and
2001, the Company recognized commissions expense of $26 thousand and $77
thousand, respectively, which are included in sales and marketing expenses in
the accompanying statement of operations.

F-25

---

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

NOTE
10. BUSINESS SEGMENT INFORMATION

The
Company classifies its products into two core business segments: the Wyndgate
Division (Wyndgate) and PeopleMed. Wyndgate develops, markets and
supports blood tracking systems to assist community blood centers, hospitals,
plasma centers and outpatient clinics in the U.S. in complying with the quality
and safety standards of the FDA for the collection, 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 following presents segment
information for the Company.

The segment
information for the year ended December 31, 2003 has not been presented,  as PeopleMeds
financial results were not  significant to the  Company for this period.

|                                   | 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 income (loss)                  |                                            | $(1,172  | )
|                                   |                                            |          |  
|                                   |                                            |          |  
|Depreciation and amortization      |                                            | $    136 |  
|                                   |                                            |          |  
|                                   |                                            |          |  
|Capital expenditures               |                                            | 185      |  
|                                   |                                            |          |  
|                                   |                                            |          |  
|Identifiable assets as of          |                                           
|December 31, 2002                  |                                            | 2,446    |  
|                                   |                                            |          |  
|                                   |                                            |          |  

NOTE 11.
SUBSEQUENT EVENTS

Debt
Refinancing

On
April 14, 2004, 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 preferred stock
(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 the date of this agreement, Global Med had paid GMIL
$87 thousand of the $287 thousand extension. The Remaining debt has been classified as a long-term liability as a
result of this refinancing.

The
Preferred Stock can be converted into common stock at GMILs option, and
GMIL is not able to force redemption of the Preferred Stock until March 1, 2006.
The Company expects to classify the Preferred Stock as Mezzanine
Equity in subsequent financial statements. The Company will be required to
review the classification of the 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.

Preferred
Stock

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 Preferred Stock
as discussed in Note 2 to the consolidated financial statements. For the period
from March 1, 2004 through February 28, 2004, the Series AA Preferred Stock has a dividend
yield of 15%. During October 2004, the Company will be required to make one
dividend payment in the amount of approximately $131 thousand. The remainder of
the accrued dividend for the period from March 1, 2004 through February 28, 2005
will be paid out in subsequent years. On March 1, 2005, the dividend rate on the
Series AA Preferred Stock increases from 15% to 21%. 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 (2.22) shares of common stock for each shares of Series AA Prefferd Stock. At any time after March 1, 2006, the
Series AA Preferred Stock is redeemable at GMILs option. 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 expects to classify the Series AA Preferred Stock as Mezzanine
Equity in subsequent 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 Series AA Preferred Stock being reclassified as debt prior to
March 1, 2006.

F-26

---

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

On April 14,
2004, the Company's  Chairman and CEO, Michael I. Ruxin, M.D., 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 (Series BB). The Series BB has the following terms:

|o |  | The
Series BB is convertible at a rate of one share per common per one share of
Series BB at the option of the holder if Global Meds common stock closing
price reaches $0.75 per share. Upon written notice, the Series BB is convertible
into of common stock.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 12.
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, 2003 and 2002. 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.com 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.com 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. Amortization of capitalized software costs is included in cost of
revenues in the accompanying statements of operations.

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.

Included
in the results for the three months ended December 31, 2002, the Company
recognized $500 thousand in revenues related to the termination of a contract
with a significant customer. 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-27

---

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

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

|                                          | Quarters Ended |        |   |       
|----------------------------------------- | -------------- | ------ | - | ------
|
|Revenues                                  |                | 1,417  |   | 1,279 
|Cost of revenues                          |                | 691    |   | 564   
|                                          |                |        |   |       
|Gross profit                              |                | 726    |   | 715   
|                                          |                |        |   |       
|Operating expenses:                       |               
|General and administrative                |                | 558    |   | 533   
|Sales and marketing                       |                | 406    |   | 348   
|Research and development                  |                | 170    |   | 152   
|                                          |                |        |   |       
|Total operating expenses:                 |                | 1,134  |   | 1,033 
|                                          |                |        |   |       
|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  
|Income tax expense                        |                | --     |   | --    
|                                          |                |        |   |       
|Net income (loss)                         |                | (477   | ) | (468  
|                                          |                |        |   |       
|                                          |                |        |   |       
|Weighted average shares outstanding:      |                | 24,545 |   | 24,545
|Basic                                     |               
|                                          |                |        |   |       
|                                          |                |        |   |       
|Diluted                                   |                | 24,545 |   | 24,545
|                                          |                |        |   |       
|                                          |                |        |   |       
|Net income (loss) per share-basic and     |                | (0.02  | ) | (0.02 
|Diluted                                   |               
|                                          |                |        |   |       
|                                          |                |        |   |       
|Depreciation and amortization of software |                | 122    |   | 40    
|development costs included in cost        |               
|of revenues and operating expenses        |               
|                                          |                |        |   |       
|                                          |                |        |   |       

F-28

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

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

|                                          | Quarters Ended |            |   |           
|----------------------------------------- | -------------- | ---------- | - | ----------
|
|Revenues                                  |                | $   1,789  |   | $   1,425 
|Cost of revenues                          |                | 725        |   | 614       
|                                          |                |            |   |           
|Gross profit                              |                | 1,064      |   | 811       
|                                          |                |            |   |           
|Operating expenses:                       |               
|General and administrative                |                | 506        |   | 512       
|Sales and marketing                       |                | 426        |   | 382       
|Research and development                  |                | 126        |   | 146       
|                                          |                |            |   |           
|Total operating expenses:                 |                | 1,058      |   | 1,040     
|                                          |                |            |   |           
|Income (loss) from operations             |                | 6          |   | (229      
|Interest income                           |                | 10         |   | 1         
|Interest expense, including related       |                | (120       | ) | (119      
|Party                                     |               
|Financing costs to related party          |                | (64        | ) | (63       
|                                          |                |            |   |           
|Income (loss) before income taxes         |                | (168       | ) | (410      
|Income tax expense                        |                | --         |   | --        
|                                          |                |            |   |           
|Net income (loss)                         |                | $    (168  | ) | $    (410 
|                                          |                |            |   |           
|                                          |                |            |   |           
|Weighted average shares outstanding:      |               
|Basic                                     |                | 24,538     |   | 24,538    
|                                          |                |            |   |           
|                                          |                |            |   |           
|Diluted                                   |                | 24,538     |   | 24,538    
|                                          |                |            |   |           
|                                          |                |            |   |           
|Net income (loss) per share-basic and     |               
|Diluted                                   |                | $  (0.01   | ) | $  (0.02  
|                                          |                |            |   |           
|                                          |                |            |   |           
|Depreciation and amortization of software |               
|development costs included in cost        |               
|of revenues and operating expenses        |                | $      150 |   | $      165
|                                          |                |            |   |           
|                                          |                |            |   |           

F-29

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