# U.S.
SECURITIES AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# FORM 10-K

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

For the fiscal year ended:
December 31, 2001

OR

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

For The Transition Period
From
To

COMMISSION FILE NUMBER:
0-22083

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

Colorado   
              
              
              
              
            
        
        
        84-1116894
              
            
    (State or other jurisdiction of    
       
          
           
           
          
        
   (I.R.S. Employer Identification No.)
              
            
     incorporation or organization)   
             
      
              
              
              
              
            
            
            
   12600 West Colfax Suite C-420 Lakewood, Colorado 80215
            
            
              
              
              
            
      (Address of principal executive offices) 
(Zip Code)
              
              
Issuer's telephone number:  (303) 238-2000
              
              
Securities registered under Section 12(b) of the Act:  
None
              
              
Securities registered under Section 12(g) of the Act:

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

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days. Yes
[X]  No [  ]

Check if there is no
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained
herein, and will not be contained, to the best of 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 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. [ ]

Aggregate market value of
voting stock held by non-affiliates as of March 26,2002: $21,249,911
based on the closing bid price of$0.87 per share as of that date. Shares of
common stock, $.01 par value, outstanding as of March 26, 2002: 24,425,185.

Documents incorporated by
reference: See Part IV, Item 13(a), and EXHIBIT INDEX on page 36 for
a listing of documents incorporated by reference into this Annual Report on FORM
10-K.

---

# GLOBAL MED
TECHNOLOGIES, INC.
FORM 10-KSB
DECEMBER 31, 2001

# TABLE OF
CONTENTS

# PART I

`Item                                                                           Page

1.   Description of Business ..................................................   3

2.   Description of Property ..................................................   9

3.   Legal Proceedings ........................................................  10

4.   Submission of Matters to a Vote of Security Holders ......................  10`

# PART II

`5.   Market for Registrant's Common Equity and Related Stockholder Matters ....  10

6.   Selected Financial Data ..................................................  11

7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations .................................  13

7A.  Quantitative and Qualitative Disclosures About Market Risk ...............  20

8.   Financial Statements and Supplementary Data ..............................  20

9.   Changes In and Disagreements with Accountants on Accounting
          and Financial Disclosure ............................................  21`

# PART III

`10.  Directors and Executive Officers of the Registrant; Compliance with
          Section 16(a) of the Exchange Act ...................................  21

11.  Executive Compensation ...................................................  25

12.  Security Ownership of Certain Beneficial Owners and Management ...........  29

13.  Certain Relationships and Related Transactions ...........................  33`

# PART IV

`14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K ........  33

     Signatures ...............................................................  34`

---

# PART I

## ITEM 1.
DESCRIPTION OF BUSINESS

## BUSINESS
DEVELOPMENT

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

In 1995, the Company 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, the Company
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. In addition to the
systems Internet capabilities, the Company plans to include interfaces to
hand-held devices, fax machines, alphanumeric pagers, interactive voice response
and many types of patient-monitoring devices in PeopleMeds information
infrastructure.

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.

Global Med has introduced
to the market an internet-based software application designed to improve patient
care while promoting savings and efficiency. SAFETRACE Tx.com  provides
hospitals and blood centers with a coordinated system that fully integrates
blood inventory, testing and management-improving blood safety, reducing waste
and improving patient care.

## Related Parties

Global Med is financed
primarily through lending arrangements provided by eBanker USA.com, Inc.
(eBanker) as discussed further below. Until November 28, 2001,
eBanker was a consolidated subsidiary of eVision USA.Com, Inc.
(eVision). eVision is majority owned by Heng Fung Holdings Limited
(Heng Fung formerly known as Online Credit International, Limited)
and its subsidiary, Online Credit Limited (Online Credit). Online
Credit and eBanker are shareholders of Global Med. Until November 28, 2001,
eVision was also a shareholder of Global Med. Additionally, Online Credit and
eBanker each hold warrants to acquire 1 million and 11.168 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 during the fiscal year 2000.

Additionally, eVision and
certain other subsidiaries 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.

## BUSINESS OF
REGISTRANT

## 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 SAFETRACE® to assist community blood
centers, hospitals, plasma centers and outpatient clinics in the U.S. in
complying with the quality and safety standards of the Food and Drug
Administration (FDA) for the collection and management of blood and
blood products.

The Company has completed
the development of 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. Management expects SAFETRACE TX will
complement SAFETRACE® as the combined SAFETRACE TX and
SAFETRACE® software system will be able to integrate hospitals with blood
centers and provide a vein-to-vein tracking of the blood
supply. SAFETRACE TX received FDA clearance on January 29, 1999.

The Company continues to
concentrate its development efforts on enhancements to its existing
SAFETRACE® blood bank product and SAFETRACE TX, Wyndgates
transfusion management information system software product. The FDA has cleared
both products for sale in the United States.

In 1999, the Company
introduced PeopleMed. PeopleMed supports chronic disease management as an 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. In addition to the
systems Internet capabilities, PeopleMed also plans to include interfaces
to hand-held devices, fax machines, alphanumeric pagers, interactive voice
response, and many types of patient-monitoring devices in its information
infrastructure.

## 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

The Company, through its
Wyndgate division, currently has 35 SAFETRACE®customers and 44
SAFETRACE TX customers with over 204 sites in the United States. It
intends to continue to target domestic and international blood centers, plasma
centers and hospital donor and transfusion centers.

No customers accounted for
more than 10% of the Companys revenues during 2001 or 2000. In April 1999,
the Company entered into a termination agreement with a former customer who had
previously licensed multiple sites for SAFETRACE®. The agreement resolved
all outstanding contractual issues and resulted in payments to the Company
during 1999 of approximately $919 thousand, or approximately 17% of 1999
revenue.

## 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.

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.

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 which was included in deferred revenue as of
December 31, 1998 is being recognized as follows: $500 thousand was recognized
ratably over the term of the 22 month contract which ended in June of 2001 and
$500 thousand will be recognized upon completion of development work in the
future as mutually agreed.

Siemens Medical
Solutions 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 is for three years from the signing date of this
agreement. This agreement is automatically renewed for one-year periods if
neither party terminates the agreement within 60 days of expiration.

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. The
initial term of the agreement is for three years from the signing date of this
agreement. This agreement is automatically renewed for one-year periods if
neither party terminates the agreement within 60 days of expiration.

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 is effective for three years and will renew
for additional one-year periods, at the expiration of the term, if neither party
terminates this agreement in writing within 60 days of expiration.

---

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).
This agreement has an initial term of three years and is automatically extended
for one year terms if neither party gives 90 days written notice. 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.

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). This agreement has an
initial term of three years and is automatically extended for one year terms if
neither party gives 60 days written notice. 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.

## 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 HIPPA, 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.

## 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 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 are 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, 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 bears interest at 12% and
eBanker was paid a 2% commitment fee in the form of 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 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.

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 are 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.
Also, on July 1, 2001, the outstanding debt was no longer convertible into the
common stock of the Company at $1.00 per share. Additionally, upon the
occurrence of certain events related to a certain contract Global Med is
negotiating, Global Med will have 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 outstanding loan balance is
convertible into the common stock of Global Med at eBankers option at a
rate of $1.00 per share. 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 loan with eBanker is
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
these shares and warrants during 2002.

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 provides
that Global Med may 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 pays down any principal on the loan prior to July 1,
2003, eBanker will 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. eBanker will make this calculation on July 1, 2001, July 1, 2002 and
July 1, 2003.

---

On June 20, 2001, the
Company elected to exercise the interest payment option. As a result, eBanker
will be 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. The 1.747 million shares have not been issued, but are considered
outstanding as of June 20, 2001, the date the interest option was exercised.
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, $507 thousand in accrued interest related to the eBanker loan was
eliminated from the Companys accrued expenses balance as of December 31,
2001, as a result of this transaction.

Also, on July 1, 2001, the
outstanding debt was no longer convertible into the common stock of the Company
at $1.00 per share.

If Global Med defaults on
the repayment of any amount borrowed under the combined note issued to eBanker,
all existing members of the Board of Directors of Global Med will be required to
resign and eBanker will have the right to appoint all new members.

At December 31, 2001,
principal of $3.829 million and $0 accrued interest were outstanding under the
financing agreements between eBanker and Global Med.

## Consulting
Agreement

The Company entered into a
Consultancy Agreement, effective as of February 24, 2000, for a period of
twenty-four (24) months, with National Financial Communications Corporation, dba
OTC Financial Network (OTC Financial). OTC Financial 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 financial community and investor
relations.

Upon execution of this
agreement, the Company issued to OTC Financial 250,000 shares of restricted
common stock. The Company canceled its agreement with OTC Financial in February
of 2001.

## EMPLOYEES

As of March 1, 2002, the
Company had 42 full-time employees, consisting of 2 employees in the corporate
offices in Denver, Colorado and 39 at Wyndgates offices near Sacramento,
California. The Company has employment agreements with certain personnel. The
Companys employees are not represented by a labor union or subject to
collective bargaining agreements. The Company has never experienced a work
stoppage and believes that its employee relations are satisfactory.

## ITEM 2.
DESCRIPTION OF PROPERTY

As of March 15, 2002, 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

The Company is not a party
to any legal proceedings which management believes to be material, and there are
no such proceedings which are known to be contemplated. The foregoing
notwithstanding, on September 8, 2000, a law suit was filed in the United States
District Court for the Southern District of New York, Case No. 00 CIV. 6769,
against certain shareholders and directors of the Company, including, eVision,
eBanker, American Fronteer Financial Corporation (AFFC), Fai H.
Chan, Tony T.W. Chan, Robert Trapp, Kwok Jen Fong, Jeffrey M. Busch, Gary L.
Cook and other officers and directors of these entities for alleged
misrepresentations and/or omissions of material facts in private offering
memoranda, communications with shareholders, and in eVisions Annual Report
on Form 10-K, in violation of Sections 10(b) and Rule 10b-5 of the Securities
and Exchange Act of 1934. Among other items, the plaintiffs were seeking
compensatory damages of no less than $70 million. On March 19, 2001, the United
States District Court dismissed the lawsuit in response to a Motion to Dismiss
filed by the defendants on December 7, 2000. On July 12, 2001, the plaintiffs
filed an appeal of the dismissal. The defendants intend to vigorously defend the
appeal, if filed.

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

There were no matters
submitted to a vote of the security holders during the fourth quarter ended
December 31, 2001.

# 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 included
in the Units began to trade separately and the Units ceased to trade. On
February 9, 1998, the Companys common stock and warrants were delisted
from the Nasdaq Small-Cap Market, and commenced trading on the Bulletin Board.
OTC Bulletin Board Market quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not necessarily represent actual
transactions.

The following table sets
forth the quarterly high and low bid prices for the Companys common stock
for the two years ended December 31, 2001.

# COMMON STOCK

`Fiscal Quarter Ended:                 High:             Low:

         December 31, 2001              $   0.7500      $    0.4500
         September 30, 2001                 0.8600           0.4500
         June 30, 2001                      1.0100           0.5312
         March 31, 2001                     1.4375           0.4688

         December 31, 2000              $   1.3281      $    0.4063
         September 30, 2000                 2.0000           1.0000
         June 30, 2000                      2.6875           0.9375
         March 31, 2000                     4.2500           0.5938`

---

## Holders

As of December 31, 2001,
the Company had approximately 143 holders of record of the Companys common
stock, excluding those held in street name.

## Dividends

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

## Recent Sales
of Unregistered Securities

During the year ended
December 31, 2001, Global Med issued 2.08 million shares of unregistered common
stock. The unregistered shares issued during 2001 were comprised of the
following:

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

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

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

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

The issuance of shares for
payment of the 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 purchaser had access to full information concerning the Company.
The certificates for the shares contain a restrictive legend advising that the
shares may not be offered for sale, sold or otherwise transferred without having
first been registered under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act. No underwriters were involved in the
transactions.

Heng Fung and subsidiaries
received warrants to purchase a total of 12 million shares of Global Meds
common stock as compensation for certain financing arrangements. eBanker
exercised warrants to acquire 8 million of these during 2000 and Online Credit
exercised 2 million warrants during 1999. The Company registered the common
shares underlying these warrants in February 1999. The registration rights on
these warrants have expired. In July 2001, eBanker received warrants to purchase
10,186 million shares of Global Meds common stock as compensation for
certain financing arrangements. The Company plans to register the common shares
underlying these warrants and the remaining unexercised 2 million warrants under
the financing arrangements and all the common shares owned by eBanker during
2002.

## 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
thereto and the independent auditors reports thereon 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 Report.

---

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

`Year Ended December 31
                                                 2001        2000        1999         1998       1997
                                                 ----        ----        ----         ----       ----

 Revenues: ...............................   $  6,224    $  4,379    $  5,390    $  4,787    $  2,506

 Cost of revenues: .......................      2,510       1,629       2,947       2,250       1,597
                                             --------    --------    --------    --------    --------

 Gross profit ............................      3,714       2,750       2,443       2,537         909

 OPERATING EXPENSES:
    General and administrative ...........      2,529       2,766       2,431       1,769       2,702
    Sales and marketing ..................      1,545       1,417         972         975       1,458
    Research and development .............        306         709         334       1,973       3,757
    Depreciation and amortization ........        254         164         520         567         409
    Restructuring charges ................       --          --          --           132        --
                                             --------    --------    --------    --------    --------
 Loss from continuing operations
    before other income (expense) ........       (920)     (2,306)     (1,814)     (2,879)     (7,417)

 OTHER INCOME (EXPENSES):
     Interest income .....................         25          16         117          18         168
     Interest expense ....................        (25)        (41)        (91)       (100)        (86)
     Interest expense to related party ...       (453)       (577)       (374)       --          --
     Financing costs to related party ....       (317)     (1,984)     (6,039)     (6,031)       --
     Other ...............................       --          --           256         355         (81)
                                             --------    --------    --------    --------    --------
 Loss from continuing operations .........     (1,690)     (4,892)     (7,945)     (8,637)     (7,416)

 Loss from discontinued operations .......       --          --          --          --          (880)
 Gain on sale of discontinued operations .       --          --          --          --         1,013

                                             --------    --------    --------    --------    --------
 Net loss ................................   $ (1,690)   $ (4,892)   $ (7,945)   $ (8,637)   $ (7,283)
                                             ========    ========    ========    ========    ========

 Basic and diluted loss per common share
  Loss from continuing operations ........   $  (0.07)   $  (0.36)   $  (0.75)   $  (1.05)   $  (0.96)
  Gain from discontinued operations ......       --          --          --          --          0.02
                                             --------    --------    --------    --------    --------
  Loss per share .........................   $  (0.07)   $  (0.36)   $  (0.75)   $  (1.05)   $  (0.94)
                                             ========    ========    ========    ========    ========
 Weighted average number of common
      shares outstanding .................     23,300      13,745      10,554       8,228       7,728
                                             ========    ========    ========    ========    ========

                                                                As of December 31,
                                                 2001        2000        1999         1998       1997
                                                 ----        ----        ----         ----       ----

Balance Sheet Data:
     Cash and equivalents ................   $    677    $  1,210    $    330    $    821    $  2,370
     Working Capital  deficit ............   $  1,088    $  1,025    $  1,107    $  2,528    $  2,582
     Total Assets ........................   $  3,167    $  4,348    $  3,588    $  7,589    $  4,266
     Long-term borrowings
           including capital leases ......   $  3,936    $  3,894    $  4,579    $  2,305    $    198
     Stockholders' equity (deficit) ......   $ (4,602)   $ (3,745)   $ (4,283)   $  1,361    $ (1,473)`

---

# ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

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.

---

# 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 one segment.

# YEAR ENDED
DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

# 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 $1.353 million, or 38.5% to $4.869 million
for the year ended December 31, 2001 compared to $3.516 million for the year
ended December 31, 2000. The increase in these revenues was due primarily to a
$669 thousand increase in license fees, a $371 thousand increase in usage fees,
and a $247 thousand increase in PeopleMed revenues.

Revenues from
implementation and consulting services increased $492 thousand or 57.0% to
$1.355 million for the year ended December 31, 2001 compared to $863 thousand
for the year ended December 31, 2000. The increase in 2001 was primarily
attributable to an increase in implementation revenues of $332 thousand. This
increase was the result of SafeTrace Tx systems being implemented in 2001
when compared with 2000.

Cost of Revenues.
Cost of revenues related to software license fees, maintenance and usage fees
increased $336 thousand, or 29.9% to $1.46 million for the year ended December
31, 2001 from $1.124 million for the year ended December 31, 2000. The increase
was mainly due to increased costs associated with maintenance. Cost of sales
associated with implementations and other consulting revenues increased $545
thousand, or 107.9% to $1.05 million during the year ended December 31, 2001
when compared to $505 thousand for the year ended December 31, 2000. The
increase in costs is associated with increased levels of implementation and an
increase of $368 thousand in costs associated with an engineering contract.

The overall gross profit as
a percentage of revenues was 59.7% and 62.8% for the years ended December 31,
2001 and 2000, respectively.

General and
Administrative. General and administrative expenses decreased $237 thousand,
or 8.6%, to $2.529 million for the year ended December 31, 2001 compared to
$2.766 million for the year ended December 31, 2000. The reduction in general
and administrative expenses was primarily due to a reduction in contract
services fees of $217 thousand, a reduction in legal expenses of $18 thousand,
and a reduction in accounting fees of $78 thousand, offset by an increase in bad
debt expense of $96 thousand.

Sales and Marketing.
Sales and marketing expenses were $1.545 million and $1.417 million for the
years ended December 31, 2001 and 2000, respectively. The increase in sales and
marketing expenses of $128 thousand, or 9.0%, was primarily attributable to
higher commissions and labor expenses. These increases were partially offset by
lower tradeshow and other marketing related expenses.

---

Research and
Development. Research and development expenses decreased $403 thousand, or
56.8%, to $306 thousand for the year ended December 31, 2001 from $709 thousand
for the year ended December 31, 2000. The decrease in research and development
expenses was primarily due to decreased development efforts associated with
PeopleMed software products. Net capitalized software development costs
decreased to $808 thousand from $1.177 million as of December 31, 2001 and 2000,
respectively. Management anticipates research and development costs will
continue to be substantial. Managements plans for the Companys
future software products and services require continual research and development
expenditures in order to continue to capitalize on the Companys existing
technological base and its existing software development capabilities.

Interest Income.
Interest income increased $9 thousand to $25 thousand in 2001 from $16 thousand
in 2000.

Interest Expense.
Interest expense decreased $140 thousand to $478 thousand for the year ended
December 31, 2001 from $618 thousand for the year ended December 31, 2000. This
decrease was primarily due to decreases in the average debt levels associated
with the Companys related party financing agreements.

Financing Costs. For
the years ended December 31, 2001 and 2000, the Company recognized $317 thousand
and $1.984 million, respectively, in financing costs expenses associated with
certain financing agreements and the issuance of warrants to eBanker. During
2000, the Company recognized $940 thousand in financing costs associated with
this sale of stock to eVision. The decrease in financing costs in 2001 was
primarily due to the fact that no common stock was sold at a discount to a
related party.

Net Loss. The
Companys net loss during 2001 as compared to 2000 decreased $3.2 million.
The net loss includes the recognition of a total of $317 thousand and $1.984
million of financing costs to a related party during the year ended December 31,
2001 and 2000, respectively. The loss before other income (expense) decreased
$1.386 million to $920 thousand from the $2.306 million loss for 2000. The
decrease in loss before other income (expense) is primarily due to the increase
in revenues.

# YEAR ENDED
DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

# 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 $371 thousand, or 9.5% to $3.516 million
for the year ended December 31, 2000 compared to $3.887 million for the year
ended December 31, 1999. The decrease in 2000 was due to the receipt of
accelerated software license fee payments of $919 thousand in 1999. This
decrease was partially offset by an increase in the customer base for
SafeTrace® and SafeTrace Tx. In addition, the Company recognized
revenues related to PeopleMed in the amount of $247 thousand during 2000 and $0
during 1999.

---

Revenues from
implementation and consulting services decreased $405 thousand or 31.9% to $863
thousand for the year ended December 31, 2000 compared to $1.268 million for the
year ended December 31, 1999. The decrease in 2000 was primarily attributable to
a decrease in implementation revenues of $508 thousand. This decrease was the
result of fewer SafeTrace® systems being implemented in 2000 when compared
with 1999. The decrease in revenues was offset by an increase in revenues from
software development funding in the amount of $83 thousand during 2000 and $0
during 1999. The remaining decrease is primarily due to reduced customization
revenues during 2000 when compared to 1999.

The Company discontinued
the resale of hardware during 1999; consequently, there were no revenues in 2000
for this service, compared to $235 thousand in 1999.

Cost of Revenues.
Cost of revenues related to software license fees, maintenance and usage fees
decreased $342 thousand, or 23.3% to $1.124 million for the year ended December
31, 2000 from $1.466 million for the year ended December 31, 1999. The reduction
was mainly due to reduced costs associated with a reduction in the
Companys work force of approximately 52% in October of 1999 (the
Reduction in Force). These costs were partially offset by an
increase of $259 thousand in the expense associated with amortization of
software development costs. Cost of sales associated with implementations and
other consulting revenues decreased $729 thousand, or 59.1% from $505 thousand
during the year ended December 31, 2000 when compared to $1.234 million for the
year ended December 31, 1999. This decrease was due to the Reduction in Force
and the reduced costs associated with the decrease in revenues.

There were no cost of sales
related to the resale of hardware as no sales occurred during 2000 compared with
$247 thousand in 1999.

The overall gross profit as
a percentage of revenues was 62.8% and 45.3% for the years ended December 31,
2000 and 1999, respectively.

General and
Administrative. General and administrative expenses increased $335 thousand,
or 13.8%, to $2.766 million for the year ended December 31, 2000 compared to
$2.431 million for the year ended December 31, 1999. The increase in general and
administrative expenses was due primarily to the amortization of the shares of
common stock issued in conjunction with the OTC Financial Agreement in the
amount of $172 thousand, the recognition of $189 thousand in compensation
expenses associated with the issuance of shares of common stock to a related
party at a discount, and additional expenses associated with PeopleMed. These
increased expenses were partially offset by savings from the Reduction in Force.

Sales and Marketing.
Sales and marketing expenses were $1.417 million and $972 thousand for the years
ended December 31, 2000 and 1999, respectively. The increase in sales and
marketing expenses of $445 thousand, or 45.8%, was primarily attributable to the
additional sales and marketing costs associated with PeopleMed.

Research and
Development. Research and development expenses increased $375 thousand, or
112.3%, to $709 thousand for the year ended December 31, 2000 from $334 thousand
for the year ended December 31, 1999. The increase in research and development
expenses was primarily due to development efforts associated with development of
the PeopleMed software product. Net capitalized software development costs
decreased to $1.177 million from $1.566 million as of December 31, 2000 and
1999, respectively. Management anticipates research and development costs will
continue to be substantial. Managements plans for the Companys
future software products and services require continual research and development
expenditures in order to continue to capitalize on the Companys existing
technological base and its existing software development capabilities.

---

Interest Income.
Interest income decreased $101 thousand to $16 thousand in 2000 from $117
thousand in 1999. This decrease was primarily due to interest income recognized
on the collection of a past due note receivable in 1999 that had been totally
reserved. The interest income recognized in 1999 from the collection of this
receivable was approximately $99 thousand.

Interest Expense.
Interest expense increased $153 thousand to $618 thousand for the year ended
December 31, 2000 from $465 thousand for the year ended December 31, 1999. This
increase was primarily due to increases in the average debt levels associated
with the Companys related party financing agreements.

Financing Costs. For
the years ended December 31, 2000 and 1999, the Company recognized $1.984
million and $6.039 million, respectively, in financing costs expense associated
with certain financing agreements and the sale of stock to eVision at a
discount. During 2000, the Company recognized $940 thousand in financing costs
associated with this sale of stock to eVision. During 1999, the Company incurred
additional financing costs expense of $1.217 million related to the extensions
of exercise periods of warrants and the extensions of due dates for loans and
lines of credit. The decrease in financing cost in 2000 was primarily due to the
fact that no warrants were issued in conjunction with the financing agreements.
In addition, the Company recognized approximately $4.822 million in financing
costs during 1999 associated with the amortization of the 12 million warrants
issued in conjunction with the April 1998 Financing Agreement, which were
amortized to financing costs over the term of the agreements, which expired
April 15, 1999.

Other. Other income,
net, decreased to $0 from $256 thousand from 2000 to 1999, respectively. For the
year ended December 31, 1999, other income was primarily due to collection of a
past due note receivable in the amount of $250 thousand. The note receivable had
been fully reserved for in prior years.

Net Loss. The
Companys net loss during 2000 as compared to 1999 decreased $3.053
million. The net loss includes the recognition of a total of $1.984 million and
$6.039million of financing costs as of December 31, 2000 and 1999,
respectively. Loss before other income (expense) increased $492 thousand to
$2.306 million from the $1.814 million loss for 1999 due to decreased sales.

## Quarterly
Results of Operations

The following table sets
forth certain unaudited quarterly results of operations for each of the quarters
in the year ended December 31, 2001. 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. 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.

---

`Quarters Ended
                                           December 31,  September 30,    June 30,     March 31,
                                               2001           2001          2001         2001
                                           ------------  -------------    --------     ---------

 Revenues: ..............................   $  1,733       $  1,701      $  1,531      $  1,259
 Cost of revenues: ......................        770            649           664           520
                                            --------       --------      --------      --------
 Gross profit: ..........................        963          1,052           867           739
                                            --------       --------      --------      --------
 Operating expenses:
     General and administrative .........        424            472           930           795
     Sales and marketing ................        276            333           457           536
     Research and development ...........         25             29            39           225
                                            --------       --------      --------      --------
 Total operating expenses: ..............        725            834         1,426         1,556
                                            --------       --------      --------      --------
 Operating income (loss) ................        238            218          (559)         (817)

 Interest income ........................       --               13             2            10
 Interest expense .......................       (118)          (125)         (116)         (119)
 Financing costs ........................        (63)           (64)          (95)          (95)
                                            --------       --------      --------      --------
 Income (loss) before income taxes ......         57             42          (768)       (1,021)
 Provision for income taxes .............       --             --            --            --
                                            --------       --------      --------      --------
 Net income (loss) ......................   $     57       $     42      $   (768)     $ (1,021)
                                            ========       ========      ========      ========
 Weighted average shares outstanding:
                  Basic .................     24,284         24,311        22,333        22,236
                                            ========       ========      ========      ========
                  Diluted ...............     25,773         28,150        22,333        22,236
                                            ========       ========      ========      ========
    Net income (loss) per share-basic and
                   diluted ..............   $   0.00       $   0.00      $  (0.03)     $  (0.05)
                                            ========       ========      ========      ========`

The quarterly information
for 2000 and 1999 has not been included as the Company filed under regulation SB
and this information was not required.

## LIQUIDITY AND
CAPITAL RESOURCES

The Company had cash and
cash equivalents of $677 thousand and $1.21 million as of December 31, 2001 and
2000, respectively. Additionally, the Company had a net working capital deficit
of $1.088 million and $1.025 million as of December 31, 2001 and 2000,
respectively.

It is expected that cash
flows from the Companys existing customer base, new sales, 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 2002 and for general working capital purposes. The Company continues to
pursue financing alternatives through the issuance of additional equity or debt.

---

The Company used $100
thousand, $570 thousand, and $1.285 million in operating activities during 2001,
2000, and 1999, respectively. The cash used in operations of $100 thousand
during 2001 consisted primarily of the net loss of $1.690 million, offset by the
amortization of non-cash deferred financing costs of $317 thousand, non-cash
compensation resulting from issuances of common stock, options and warrants of
$383 thousand, depreciation and amortization of $850 thousand.

Net cash used by investing
activities was $414 thousand, $318 thousand, and $1.261 million during 2001,
2000, and 1999, respectively. The Company invested $208 thousand, $273 thousand
and $1.049 million in capitalized software development during 2001, 2000, and
1999, respectively.

Net cash used in financing
activities was $19 thousand during 2001. Net cash provided by financing
activities was $1.768 million and $2.055 million during 2000 and 1999,
respectively. The 2000 and 1999 amounts primarily include proceeds from the
related party financing agreements.

## 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 July 2001, the FASB
issued Statement of Financial Accounting Standards (SFAS) Nos. 141
and 142 Business Combinations and Goodwill and other
Intangible Assets. Statement 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method.
Under the guidance of Statement 142, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill will be subject to
at least an annual assessment for impairment by applying a fair value base test.
Statement 142 is effective for financial statement dates beginning after January
1, 2001. The Company adopted this statement January 1, 2001. The adoption of
this statement did not have a material effect on the financial position or
results of operations of the Company.

In August 2001, the FASB
issued SFAS No. 143, Accounting for Asset Requirement Obligations. SFAS No. 143
requires the fair value of a liability for an asset retirement obligation to be
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. SFAS No. 143 is effective
September 30, 2003 for the Company. The Company believes the adoption of this
statement will have no material impact on its consolidated financial statements.

In October 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of Log-Lived
Assets. SFAS 144 requires that those long-lived assets be measured at the lower
of carrying amount or fair value, less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. SFAS 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001
and, generally, are to be applied prospectively. The Company believes that the
adoption of this statement will have no material impact on its consolidated
financial statements.

---

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

Market risk generally
represents the risk of loss that may result from the potential change in the
value of a financial instrument. Global Med has market risk with respect to its
notes receivables and notes payable, both from related parties. Global Med is
exposed to interest rate risk in its notes receivable and notes payable.
Interest rate risk for notes receivable results when the market rate for similar
notes receivable increases and/or the credit worthiness of the borrower
deteriorates. Interest rate risk for notes payable results when the market rate
of the debt instruments decreases for the notes payable. All of the
Companys outstanding notes receivable are with an entity controlled by a
director of the Company. All of the Companys debt is with eBanker, a
subsidiary of Global Meds parent Company. The Company attempts to reduce
interest rate risk by negotiating terms on its notes receivable and debt with
eBanker that are consistent with current market rates. As a result of Global
Meds relationships with these related parties, the terms of the notes
receivable and financing agreement may not be indicative of those that would
have resulted if Global Med were unaffiliated with these entities.

## 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.

## INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS

`Page
Independent Auditors' Report - Ehrhardt Keefe Steiner & Hottman PC         F-1
Independent Auditors' Report -  Deloitte & Touche LLP                      F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000               F-3
Consolidated Statements of Operations for the years
        ended December 31, 2001, 2000 and 1999                             F-5
Consolidated Statements of Stockholders' Equity Deficit for
        the years ended December 31, 2001 and 2000                         F-6
Consolidated Statements of Cash Flows for the years
        ended December 31, 2001, 2000 and 1999                             F-8
Notes to Consolidated Financial Statements                                 F-10`

---

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

None not previously
reported.

# 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.

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

Michael I. Ruxin, M.D.      56     Chairman of the Board and               1989
                                   Chief Executive Officer

Fai H. Chan                 57     Director                                1998

Robert H. Trapp             46     Director                                1998

Kwok Jen Fong               52     Director                                1998

Jeffrey M. Busch            44     Director                                1998

Gary L. Cook                44     Director, Acting Principal              1998
                                   Financial Officer and Treasurer

Gordon E. Segal, M.D.       50     Director                                1997

Gerald F. Willman, Jr.      44     Director and Wyndgate Vice              1995
                                   President International Business
                                   Development

Tony T.W. Chan              27     Director                                1999

Thomas F. Marcinek          48     President and Chief Operating           1998
                                   Officer

Soo Theng Lua               54     Director                                2002

David T. Chen               66     Director                                2002`

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. With the exception of Gary Cook, all
of the following persons who are executive officers of the Company are full time
employees of the Company.

---

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

Fai H.
Chan, has been a Director of the Company since May 1998. He has
been a Director of eVision since December 26, 1997, and Chairman of the Board of
Directors and President since February 1998. Mr. Chan is the Chairman and
Managing Director of 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. Heng Fungs primary business activities
include real estate investment and development, merchant banking, the
manufacturing of building material machinery, pharmaceutical products and retail
fashion. Mr. Chan was the President and a Director of Asia SuperNet Corporation,
(formerly Powersoft Technologies, Inc.) which owns various industrial companies,
from June 1994 until January 2001 and Chief Executive Officer thereof from June
1995 until January 2001; a Director of Intra-Asia Equities, Inc., a merchant
banking company, since June 1993; Executive Director of Hua Jian International
Finance Co., Ltd. from December 1994 until December 1996; and Chairman of the
Board of Directors of American Pacific Bank since March 1988 and Chief Executive
Officer thereof between April 1991 and April 1993.

Robert H.
Trapp has been a Director of the Company since May 1998. He has
been a Director of eVision since December 1997 and the Managing Director since
February 1998. Mr. Trapp 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, Powersoft Technologies
Inc.), which owns various industrial companies; and the Canadian operational
manager of Pacific Concord Holding (Canada) Ltd. of Hong Kong, which operates in
the consumer products industry, from July 1991 until November 1997.

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

Jeffrey M.
Busch has been a Director of the Company since May 1998. Mr. Busch has
been a practicing attorney for over five years. Mr. Busch was a
Director of eVision from February 1998 to November 2001.

Gary L. Cookhas been a Director of the Company since 1998 and the Acting Principal
Financial Officer and Treasurer since October 2000.Since 1996, he has
been Secretary, Treasurer and Chief Financial Officer of eVision and oversees
all accounting, internal and external reporting, treasury and cash management
functions. Mr. Cook also is Treasurer of eBanker and Vice-President and Chief
Financial Officer of American Fronteer Financial Corporation. From 1994 to 1996,
Mr. Cook was self-employed as the principal of a small venture where he
researched, directed and managed the start up and development of a small
business. From 1982 to 1994, he worked for KPMG LLP lastly of which he was a
senior manager 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 Colorado Society of Certified
Public Accountants and the American Institute of Certified Public Accountants.

---

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

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.
Chan has been a Director of the Company since December 1999. Mr. Chan has
been the Chief Operating Officer and Director of eVision since 1999. 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
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.

Soo Theng Lua
has been a director of the Company since March 13, 2002. Mr. Lua has been
Executive Chairman of ACPS Investments Pte Ltd, Singapore, which manages
investments in manufacturing and securities, since December 2001. Mr. Lua also
has been a Director since 1984, and was Managing Director and Principal
Consultant from June 2001 to December 2001, of DL Management Consultants Pte
Ltd, Singapore, which conducts financial and management consulting projects.
From February 1997 to May 2001, he was Director (Institutional Sales) of Ong
& Co Pte Ltd, Singapore, which markets and trades securities on the
Singapore Exchange. Mr. Lua has been a member of the United Kingdom Chartered
Institute of Management Accountants since 1973 and member of the Singapore
Institute of Certified Public Accountants since 1973. Mr. Lua received a
Bachelors Degree in Accountancy (B.Acc) from the then University of
Singapore in 1973 (now known as National University of Singapore).

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 2OO2. Mr. Chen received a B.A. in Public Administration from Taiwan
National Chung-Hsin University in 1959, a M.A. in Political Science from the
University of Oregon in 1966 and a B.A. in Math from the University of
Washington in 1972.

## Family
Relationships

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

## Involvement In
Certain Legal Proceedings

No event required to be
reported hereunder has occurred during the past five years.

---

## Compliance
With Section 16(a) Of The Exchange Act

In Item 12 of the Board of
Directors, and as such have not been included in the Security Ownership of
Beneficial owners. The Company will file a Form 8-K updating this information in
the near future. 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, except as
follows: (I) Fai H. Chan, Online Credit International and eCredit each failed to
timely file two Forms 4 and one Form 5 with respect to six transactions
involving securities of which they are indirect/beneficial owners; however, one
of the transactions was disclosed on a timely filed Form 4 by the direct owner
of the securities at issue; (ii) Online Credit, eVision and eBanker each failed
to timely file one Form 4 and one Form 5 with respect to five transactions; and
(iii) Gordon E. Segal failed to timely file two Forms 4 with respect to two
transactions. It also has come to the Companys attention that in addition
to the Section 16(a) disclosures contained in the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1999, Fai H. Chan, Online
Credit International and eCredit each failed to timely file two Forms 4 and one
Form 5 with respect to four transactions involving securities of which they are
indirect/beneficial owners during fiscal year 1999; however, these transactions
were disclosed on timely filed Forms 4 by the direct owners of the securities at
issue. No Forms 5 were filed by any of the officers, directors or 10% or more
beneficial owners of the Companys common stock during the last fiscal
year. However, to the best of the Companys knowledge, other than as set
forth above, all transactions by such persons otherwise required to be filed on
a form 5 were previously reported on a Form 4 and, therefore, no Form 5 was
required to be file.

In May 1998, in connection
with the April 1998 Financing Agreements, Fai H. Chan, Online Credit
International and certain affiliated persons and entities filed a Schedule 13D
with the Securities and Exchange Commission to disclose their beneficial
ownership of the Companys common stock. Pursuant to the Securities and
Exchange Commission Rule 13d-2(a), if there is a 1% or greater increase or
decrease in the percentage of the class of securities beneficially owned by the
reporting persons, an amendment to the Schedule 13D is required to be filed with
the Securities and Exchange Commission. Since May 1998, Fai H. Chan, Online
Credit International and their affiliates have periodically increased their
beneficial ownership of the Companys common stock by more than 1%.
Although no amendments to the Schedule 13D have been filed, the transactions
were disclosed on Forms 4 filed by Fai H. Chan, Online Credit and their
affiliates. In addition, by virtue of eBankers exercise of warrants to
purchase 8 million shares of the Companys common stock in November 2000,
Fai H. chan, Online Credit and their affiliates now own over 50% of the
Companys common stock. Forms 4 have been filed with respect to this
transaction and an amendment to the Schedule 13D with respect to all of the
above-referenced transactions has been filed.

---

## 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,
2001:

`Annual Compensation                Long-Term Compensation
                              -------------------                ----------------------
                                                     Restricted
Name and Principal                                     Stock      Options       All Other
   Position             Year     Salary    Bonuses($)  Awards      & SARs      Compensation
------------------      ----     ------    -------   ----------   ---------    -------------

Michael I. Ruxin,       2001  $  250,516                                 0     $  16,866  (1)
 Chairman and CEO       2000     194,750     ---        ---              0        13,964  (2)
                        1999     190,000     ---        ---      1,000,000        16,736  (3)


Thomas F. Marcinek,     2001     163,539                                 0         5,400  (4)
 President and COO      2000     129,904     ---        ---              0         5,400  (5)
                        1999     125,000     ---        ---        500,000        10,871  (6)

Gerald F. Willman, Jr.  2001     105,000     ---        ---           ---           ---
 Director and           2000     105,142     ---        ---           ---           ---
 Wyndgate Vice          1999     100,000     ---        ---           ---           ---
 President
 International
 Business
 Development

Alan K. Geddes          2000      98,752     ---        ---           ---          2,586  (7)
  Vice President -      1999     125,000     ---        ---        200,000 (9)    17,139  (8)
  Finance, Chief
  Financial Officer
  and Treasurer
  (through July 17,
  2000)`

| | (1) | Dr. Ruxin received $5,912 per annum in life insurance premiums and a $913 per
month car allowance.
| | --- | --------------------------------------------------------------------------------------------------

| | (2) | Dr. Ruxin received $3,800 per annum in life insurance premiums and a $847 per
month car allowance.
| | --- | --------------------------------------------------------------------------------------------------

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

| | (4) | Mr. Marcinek received a $450 per month car allowance during 2001.
| | --- | -----------------------------------------------------------------

| | (5) | Mr. Marcinek received a $450 per month car allowance during 2000.
| | --- | -----------------------------------------------------------------

| | (6) | Mr. Marcinek received a $450 per month car allowance and $5,471 for cost of an
apartment in Sacramento, California for the first six months of 1999.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Mr. Geddes received a $431 per month car allowance during the first six months
of fiscal year 2000. Mr. Geddes resigned from the Company on July 17, 2000.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Mr. Geddes received a $400 per month car allowance and $12,339 for cost of an
apartment in Sacramento, California for the year 1999.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (9) | All of the Stock Options granted to Mr. Geddes were cancelled in accordance with
their terms as of October 31, 2000.
| | --- | --------------------------------------------------------------------------------------------------------------------

---

## 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, 2001, options to purchase 80 thousand shares of the Companys
common stock at a weighted average exercise price of $0.96 per share through
2001 were outstanding under the 2001 Plan, of which 14 thousand options to
purchase shares were exercisable.

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. Only employees of the Company
are eligible to receive Incentive Options. The Plan expired on May 31, 2000. As
of December 31, 2001, options to purchase 1.251 million shares of the
Companys common stock at a weighted average exercise price of $1.14 per
share were outstanding under the Plan, of which 985 thousand options to purchase
shares were exercisable.

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, 2001, there were options to purchase 4.927 million shares of common
stock at a weighted average exercise price of $0.96 outstanding, of which 1.978
million were exercisable at December 31, 2001.

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 200,000 shares of common stock of Global Med
have been issued under the stock compensation plan as of December 31, 2001.

## Option Grants
Table

No options were granted to
the Companys Executive Officers during the year ended December 31, 2001.

---

## Aggregated
Option Exercises In 2001 And Year-End Option Values/Table

`Value of
                                                                          Unexercised
                                                        Number of        In-the-Money
                                                       Unexercised        Options at
                          Shares                        Options at         year-end
                         Acquired                        Year end             ($)
     Name               on Exercise    Realized       Unexercisable      Unexercisable (1)
-------------------     -----------    --------       -------------      ----------------

Michael I. Ruxin            ---           ---      250,000 / 2,000,000   $  0 / 700,000

Thomas F. Marcinek          ---           ---       430,000 / 570,000       0 / 350,000

Gerald F. Willman           ---           ---        130,000 / 20,000          0 / 0

Gary L. Cook                ---           ---         40,000 / 10,000          0 / 0`

No options were exercised
during 2001 by the Companys executive officers.

|(1) | Based on the
closing bid price of the Companys Stock of $0.70 per share on December 31,
2001.
|--- | ----------------------------------------------------------------------------------------------

## 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, 2001.

## 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 2001, the Company issued 300 thousand shares of unregistered common stock
to a director. The Company recognized $203 thousand in compensation expense
associated with these sales as the stock was issued for performance of services
not associated with being a director. During 2000, the Company also authorized
the issuance of 35 thousand common shares to a director. Of the 35 thousand
authorized shares, 7 thousand had been issued as of December 31, 2001. 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 $15 thousand in compensation expense was
recognized during 2001 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, 2001 for services as a director.

---

On August 1, 1998, the
Company entered into an employment agreement with Dr. Ruxin for a period of
three years commencing August 1, 1998. The initial term of this agreement was
extended for an additional two years beyond the initial term (creating a term of
five years from August 1, 1998). Under the agreement, Dr. Ruxin receives a
salary of $190 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 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.

---

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 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 2001, Dr. Ruxin was paid approximately $27 thousand of
the accrued salary increase due him and Mr. Marcinek was paid approximately $14
thousand of the accrued salary due him. The remaining $34 thousand unpaid
balance of the accrued salary increase payments authorized by the Board of
Directors in July 2001 will be paid during 2002.

## ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is currently
controlled by Online International and its principals, Fai H. Chan, Kwok Jen
Fong, Robert H. Trapp and Tony T. W. Chan, which have appointed six of the nine
members of the Board of Directors of the Company. These directors are Fai H.
Chan, Kwok Jen Fong, Robert H. Trapp, Tony T. W. Chan, Gary L. Cook and Jeffrey
M. Busch. In addition, Online International and its subsidiaries currently own
14.260 million shares of the Companys common stock and warrants which may
be exercised and/or converted into 12.3 million shares of the Companys
common stock. Online International owns 98.6% of eCredit Singapore (PTE) Ltd.,
which, in turn, owns 100% of Online Credit. Online International also owns
approximately 38% (beneficially approximately 67%) of the outstanding common
stock of eVision. eVision owns 40% of the outstanding common stock of eBanker.
Online International beneficially owns 11.210 million shares of the
Companys common stock; 1 million warrants of the Companys common
stock, exercisable at $0.25 per share until April 14, 2008; 10.168 million
warrants of the Companys common stock exerciseable at $0.50 per share
until April 14, 2001. eVision owns 100% of the outstanding common stock of AFFC.
AFFC owns warrants to purchase 46 thousand units at $11.55 per unit, exercisable
until February 11, 2003, each unit consisting of two shares of common stock and
a warrant to purchase one share of common stock at $7.51, exercisable until
February 11, 2003. eVision owns a warrant to purchase 1 million shares of the
Companys common stock, exercisable at $0.25 per share until April 14,
2008.

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, 2002, the ownership of the Companys common
stock, based upon 24.425 million shares of common stock outstanding, by (i) each
director and executive officer of the Company, (ii) all directors and executive
officers of the Company as a group, and (iii) all persons known by the Company
to beneficially own more than 5% of the Companys common stock.

`Amount and Nature of Beneficial Ownership(2)
                                                           --------------------------------------------
                                                                                      Combined
                                                                                     Shares of
                                                                                       Common
                                                                                     Stock and
                                                          Percent of    Shares         Shares      Combined
                                             Shares of      Common    Underlying     Underlying    Percent of
                            Position With      Common      Stock Out- Derivative     Derivative      Common
Name and Address               Company         Stock       Standing   Securities     Securities       Stock
----------------            -------------    ---------    ----------- ----------     ----------    ----------
Michael I. Ruxin, M.D.      Chairman of       456,000        1.9%     256,250(3)        712,250        2.9%
12600 W. Colfax            the Board and
Suite C-420                    Chief
Lakewood, CO 80215           Executive
                              Officer

Fai H. Chan (1)              Director      14,260,195(4)     58.4%   12,574,730(5)     26,834,925      72.5%
2601, Island Place Tower
510 King's Road
North Point, Hong Kong

Jeffrey M. Busch             Director         456,000        1.9%    1,000,000(6)      1,456,000       5.7%
3828 Kennett Pike
Suite 206
Greenville, DE  19807

Gerald F. Willman, Jr.     Director and       882,514(7)      3.6%     134,000(8)       1,016,514       4.1%
4925 Robert J. Mathews         Vice
Parkway, Suite 100           President-
El Dorado Hills, CA 95762   International
                              Business
                            Development
                             (Wyndgate
                           Technologies)

Gordon E. Segal, M.D.        Director         450,000        1.8%       80,250(9)       530,250        2.2%
340 W. 57th Apt.95
New York, NY 10019


Thomas F. Marcinek         President and       20,500        0.1%     430,000(10)       450,500        1.8%
4925 Robert J. Mathews         Chief
Parkway, Suite 100           Operating
El Dorado Hills, CA 95762     Officer`

---

`Kwok Jen Fong                  Director         -0-         0.0%      150,000(11)     150,000      0.6%
7 Tamasek Blvd.
#43-03 Suntec
Tower One
Singapore 038987


Gary L. Cook                   Director,       14,000       0.1%      40,000(12)       54,000      0.2%
1888 Sherman Street             Acting
Suite 500                      Principal
Denver, CO 80203               Financial
                            and Accounting
                              Officer and
                               Treasurer


Robert H. Trapp                Director         -0-         0.0%      40,000(13)       40,000      0.2%
1888 Sherman Street
Suite 500
Denver, CO 80203

Kim Geist                      Secretary        -0-         0.0%      16,000(14)       16,000      0.1%
12600 W. Colfax
Suite C-420
Lakewood, CO 80215

Tony T.W. Chan                 Director         -0-         0.0%      20,000(15)       20,000      0.1%
1888 Sherman Street
Suite 500
Denver, CO 80203

Soo Theng Lua                  Director         -0-         0.0%        -0-             -0-        0.0%
6 Everton Park #01-18
Singapore 080006

David T. Chen                  Director         -0-         0.0%         -0-            -0-        0.0%
315 SW 5th Avenue, Suite 201
Portland, OR 97204

All Directors and Executive                  16,539,209     67.7%     14,741,230     31,280,439    79.9%
Officers as a group (13
persons)

Heng Fung                        None      14,260,195(16)   58.4%   12,324,730(17)   26,584,925    72.3%
2601, Island Place Tower
510 King's Road
North Point, Hong Kong
______________________`

|(1) | Fai
H. Chan is an officer, director and 11.8% shareholder of Heng Fung
and, therefore, is a beneficial owner of the shares beneficially
owned by Online Credit International and its subsidiaries. Fong, Trapp, Busch,
Cook 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 Online Credit
International and its subsidiaries. Online Credit International owns 98.6% of
the outstanding common stock of Heng Fung Capital (S) Limited (Heng Fung
Capital). Heng Fung Capital owns 100% of the outstanding common stock of
Online Credit Ltd., f.k.a. Heng Fung Finance Company Limited (Online
Credit Ltd.) and approximately 31% (beneficially approximately 76%) of the
outstanding common stock of eVision USA.Com, Inc., formerly known as Fronteer
Financial Holdings Ltd. (eVision). eVision owns a majority of the
outstanding common stock of eBanker USA.com, Inc., formerly Fronteer Development
Finance, Inc. (eBanker), and 100% of the outstanding common stock of
American Fronteer Financial Corporation, formerly RAF Financial Corporation
(AFFC), and the underwriter of the Companys initial public
offering. Online Credit Ltd. owns 2,000,000 shares of the Companys common
stock. eBanker owns: (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 through July 1,
2011, eVision owns: (i) 1,050,000 shares of the Companys common stock; and
(ii) warrants to purchase 1,000,000 shares of the Companys common stock,
exercisable at $0.25 per share until April 14, 2008. AFFC owns warrants to
purchase 46,100 units at $11.55 per unit, exercisable until February 11, 2003,
each unit consisting of two shares of the Companys common stock and a
warrant to purchase one share of the Companys common stock at $7.51,
exercisable until February 11, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|(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 250,000 shares underlying options. Does not include 2,000,000
shares underlying options which are not exercisable within 60 days of the date
hereof.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes the following shares owned by subsidiaries of Online Credit
International, of which Mr. Chan is an officer, director and 11.8% shareholder:
(i) 2,000,000 shares owned by Online Credit Ltd.; (ii) 11,210,195 shares owned
by eBanker; and (iii) 1,050,000 shares owned by eVision.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes the following shares underlying derivative securities owned by
subsidiaries of Heng Fung, of which Mr. Chan is an officer,
director and 11.8% shareholder: (i) 11,186,430 shares underlying warrants owned
by eBanker; (ii) 1,000,000 shares underlying warrants owned by eVision; (iii)
138,300 shares underlying warrants to purchase 46,100 units, each unit
consisting of 2 shares of common stock and one warrant, owned by AFFC. Also
includes 250,000 shares underlying options issued to Mr. Chan for services as a
director of the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|(8) | Includes 130,000 shares underlying options owned by Mr. Willman and 4,000 shares
underlying options owned by Lori J. Willman, the spouse of Mr. Willman. Does not
include 20,000 shares underlying options owned by Mr. Willman and 6,000 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes 6,250 shares underlying warrants issued in connection with 10% Notes
and 74,000 shares underlying options. Does not include 6,000 shares underlying
options which are not exercisable within 60 days of the date hereof.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Includes 430,000 shares underlying options. Does not include 570,000 options
which are not exercisable within 60 days of the date hereof.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes 150,000 shares underlying options.
|---- | -------------------------------------------

|(12) | Includes 40,000 shares underlying options. Does not include 10,000 shares
underlying options which are not exercisable within 60 days of the date hereof.
Does not include 21,000 shares which do not vest within 60 days of the date
hereof.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 40,000 shares underlying options. Does not include 10,000 shares
underlying options which are not exercisable within 60 days of the date hereof.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 16,000 shares underlying options. Does not include 4,000 shares
underlying options which are not exercisable within 60 days of the date hereof.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Includes 20,000 shares underlying options. Does not include 30,000 shares
underlying options which are not exercisable within 60 days of the date hereof.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Includes the following shares owned by subsidiaries of
Heng Fung: (i) 2,000,000 shares owned by Online Credit Ltd.; (ii) 11,210,195
shares owned by eBanker; and (iii) 1,050,000 shares owned by eVision.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Includes the following shares underlying derivative securities owned by
subsidiaries of Online Credit International: (i)11,186,430 shares underlying
warrants owned by eBanker; (ii) 1,000,000 shares underlying warrants owned by
eVision; and (iii) 138,300 shares underlying warrants to purchase 46,100 units,
each unit consisting of two shares of common stock and one warrant, owned by
AFFC.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

# PART IV

## (a) Exhibits.

See
EXHIBIT INDEX on page 35

## (b) Current
Reports on Form 8-K:

There were no Current
Reports on Form 8-K filed during the fourth quarter ended December 31, 2001.

---

# Independent
Auditors Report

Board of
Directors
Global Med Technologies, Inc. and subsidiary

We have audited the
accompanying consolidated balance sheet of Global Med Technologies, Inc. and
subsidiary as of December 31, 2001, and the related consolidated statements of
operations, stockholders equity (deficit) and cash flows for the year then
ended. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, 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, 2001, and the results of their operations and
their cash flows for the yearthen ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ Ehrhardt Keefe
Steiner &Hottman PC

Denver, Colorado
March 8, 2002

---

# Independent
Auditors Report

Board of
Directors
Global Med Technologies, Inc. and Subsidiary

We have audited the
accompanying consolidated balance sheets of Global Med Technologies, Inc. and
Subsidiary as of December 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders deficit and cash flows for the
years ended December 31, 2000. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our
auditsin 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, such
consolidated financial statements present fairly, in all material respects, the
financial position of Global Med Technologies, Inc. and Subsidiary as of
December 31, 2000, and the results of their operations and their cash flows for
the years ended December 31, 2000 and 1999 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Denver, Colorado
April 12, 2001

---

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

`December 31,
                                                                             2001         2000
                                                                             ----         ----
ASSETS
------

CURRENT ASSETS:

   Cash and cash equivalents ............................................   $   677      1,210
   Accounts receivable-trade, net of allowance for uncollectible accounts
       of  $181 and $50, respectively ...................................       778        789
   Accrued revenues, net of allowance for uncollectible accounts of
       $76 and $15, respectively ........................................       426        232
   Prepaid expenses and other assets ....................................        83        105
                                                                            -------    -------

Total current assets ....................................................     1,964      2,336

EQUIPMENT, FURNITURE AND FIXTURES, AT COST:
   Furniture and fixtures ...............................................       270        270
   Machinery and equipment ..............................................       297        208
   Computer hardware and software .......................................     1,660      1,623
                                                                            -------    -------

                                                                              2,227      2,101
Less accumulated depreciation and amortization ..........................    (1,982)    (1,728)
                                                                            -------    -------

Net equipment, furniture and fixtures ...................................       245        373

DEFERRED FINANCING COSTS, RELATED PARTY,
   net of accumulated amortization of none and $390, respectively .......      --          189


CAPITALIZED SOFTWARE DEVELOPMENT COSTS,
   net of accumulated amortization of $2,455 and $1,858,
   respectively .........................................................       808      1,177
NOTE RECEIVABLE, RELATED PARTY ..........................................        80       --
OTHER ASSETS ............................................................        70        273
                                                                            -------    -------


Total assets ............................................................   $ 3,167      4,348
                                                                            =======    =======`

See  accompanying notes to
the consolidated financial statements.

---

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

`December 31,
                                                                            2001       2000
                                                                            ----       ----
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:

   Accounts payable .................................................   $    262         465
   Accrued expenses .................................................        702         888
   Accrued payroll ..................................................        215         159
   Accrued compensated absences .....................................        429         378
   Noncompete accrual ...............................................         35          35
   Deferred revenue .................................................      1,333       1,299
   Current portion of capital lease obligations .....................         76         137
                                                                        --------    --------

Total current liabilities ...........................................      3,052       3,361

DEFERRED REVENUE, less current portion ..............................        781         838

CAPITAL LEASE OBLIGATIONS, less current portion .....................        107          65

FINANCING AGREEMENTS, RELATED PARTY .................................      3,829       3,829
                                                                        --------    --------

Total liabilities ...................................................      7,769       8,093
                                                                        --------    --------

COMMITMENTS AND CONTINGENCIES (Notes 2, 4, 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;
      issued and outstanding shares-24,256 and 22,229 at December 31,
      2001 and 2000 .................................................        243         222
   Additional paid-in capital .......................................     34,357      32,482
   Warrants and  interest, parent company ...........................     (1,063)       --
   Accumulated deficit ..............................................    (38,139)    (36,449)
                                                                        --------    --------

Total stockholders' deficit .........................................     (4,602)     (3,745)
                                                                        --------    --------

Total liabilities and stockholders' deficit .........................   $  3,167       4,348
                                                                        ========    ========`

See  accompanying notes to
the consolidated financial statements.

---

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

`Year Ended December 31
                                                    2001         2000       1999
                                                    ----         ----       ----
REVENUES:
   License fees, maintenance and usage fees ..   $  4,869        3,516      3,887
   Implementation and consulting services ....      1,355          863      1,268
   Hardware sales ............................       --           --          235
                                                 --------     --------   --------
                                                    6,224        4,379      5,390
                                                 --------     --------   --------
COST OF REVENUES:
   License fee, maintenance and usage fees ...      1,460        1,124      1,466
   Implementation and consulting services ....      1,050          505      1,234
   Hardware sales ............................       --           --          247
                                                 --------     --------   --------
                                                    2,510        1,629      2,947
                                                 --------     --------   --------

Gross profit .................................      3,714        2,750      2,443

OPERATING EXPENSES:
   General and administrative ................      2,529        2,766      2,431
   Sales and marketing .......................      1,545        1,417        972
   Research and development ..................        306          709        334
   Depreciation and amortization .............        254          164        520
                                                 --------     --------   --------
Loss from operations .........................       (920)      (2,306)    (1,814)

OTHER INCOME (EXPENSES):
    Interest income ..........................         25           16        117
    Interest expense .........................        (25)         (41)       (91)
    Interest expense to related party ........       (453)        (577)      (374)
    Financing costs to related party .........       (317)      (1,984)    (6,039)
    Other ....................................       --           --          256
                                                 --------     --------   --------
Net loss before taxes ........................     (1,690)      (4,892)    (7,945)
                                                 ========     ========   ========
Income tax expense ...........................       --           --         --
                                                 --------     --------   --------

Net loss .....................................   $ (1,690)      (4,892)    (7,945)

                                                 ========     ========   ========

Basic and diluted loss per common share ......   $  (0.07)       (0.36)     (0.75)
                                                 ========     ========   ========

Weighted average number of common shares
 outstanding .................................     23,300       13,745     10,554
                                                 ========     ========   ========`

See  accompanying notes to
the consolidated financial statements.

---

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

`Warrants &
                                                                     Additional  Interest,
                                                     Common Stock     paid-in    parent    Accumulated
                                                   Shares    Amount   Capital    Company     Deficit      Total
                                                   ------    -----   ---------  ---------  -----------    -----

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

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

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

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

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

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

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

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

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

                                                    -------   -------   -------   -------    -------    -------
Balances, December 31, 1999 .....................    11,638   $   116    27,158      --      (31,557)   $(4,283)

Exercise of warrants in relation to financing
agreements ......................................     8,000        80     1,920      --          --        2,000

Issuance of common stock in consideration
     of debt financings .........................       857         8       919      --          --          927

Exercise of stock options .......................        44         1        40      --          --           41

Issuance of common stock at a discount ..........      --        --       1,129      --          --        1,129

Issuance of common stock for cash ...............     1,370        14       671      --          --          685

Issuance of common stock for services ...........       320         3       444      --          --          447

Fair value of options issued  to consultants ....      --        --          37      --          --           37

Contributed capital .............................      --        --         164      --          --          164

Net loss ........................................      --        --        --        --        (4,892)    (4,892)
                                                    -------   -------   -------   -------     -------    -------
Balances, December 31, 2000 .....................    22,229   $   222    32,482      --       (36,449)    (3,745)`

See  accompanying notes to
the consolidated financial statements.

---

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

`Warrants &
                                                      Additional  Interest,
                                     Common Stock      paid-in     parent   Accumulated
                                    Shares   Amount    Capital     Company     Deficit    Total
                                    ------   ------   ---------   --------- -----------   -----
Issuance of common stock for
  payment of interest,
related party (see note 2) .....     1,747        17     1,171      --         --        1,188

Prepaid interest to parent
  company (see note 2) .........      --        --        --        (681)      --         (681)

Issuance of warrants to
  related party (see note 2) ...      --        --         510      --         --          510

eBanker  warrants (see note 2) .      --        --        --        (382)      --         (382)

Issuance of options
   to consultants ..............      --        --          15      --         --           15

Issuance of common
  shares for services ..........        13         1        10      --         --           11

Issuance of common shares
 for services, related  party ..       267         3       169      --         --          172

Net loss .......................      --        --        --        --       (1,690)    (1,690)
                                   -------   -------   -------   -------    -------    -------

Balances, December 31, 2001 ....    24,256   $   243    34,357    (1,063)   (38,139)    (4,602)
                                   =======   =======   =======   =======    =======    =======`

See  accompanying notes to
the consolidated financial statements.

---

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

`Year Ended December 31,
                                                                            2001       2000         1999
                                                                            ----       ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss ..............................................................   $(1,690)    (4,892)    (7,945)
Adjustments to reconcile net loss to net cash used
  in operating activities:
     Depreciation and amortization ....................................       254        164        520
     Amortization of software development costs .......................       597        663        403
     Amortization of financing costs, related party ...................       317      1,984      4,822
     Issuance of common stock for payment of interest, related party ..       453       --         --
     Issuance of common stock, options and warrants
       for services and other .........................................       383        463      1,328
     Bad debt expense .................................................        95       --         --
     Other ............................................................      --         --           33
     Changes in operating assets and liabilities:
        Accounts receivable-trade .....................................       (24)      (344)       (32)
        Accrued revenues ..............................................      (255)        92       (281)
        Prepaid expenses and other assets .............................        22        (44)        52
        Accounts payable ..............................................      (203)       162         69
        Accrued expenses ..............................................      (133)       509        171
        Accrued payroll ...............................................        56         72         34
        Accrued compensated absences ..................................        51        (34)       (26)
        Deferred revenue ..............................................       (23)       635       (433)
                                                                          -------    -------    -------

Net cash used in operating activities .................................      (100)      (570)    (1,285)
                                                                          -------    -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of equipment and fixtures ...................................       (12)       (45)      (218)
Notes receivable, related party .......................................       (80)      --         --
Proceeds from sales of property and equipment .........................      --         --            6
Increase in capitalized software development costs ....................      (208)      (273)    (1,049)
                                                                          -------    -------    -------
Net cash used in investing activities .................................      (300)      (318)    (1,261)
                                                                          -------    -------    -------`

See  accompanying notes to
the consolidated financial statements.

---

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

`Year Ended December 31,
                                                             2001       2000       1999
                                                             ----       ----       ----
CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on short-term debt ..........................   $  --        1,000      1,450
Principal payments on bridge loan ......................      --         --         (200)
Borrowings on bridge loan ..............................      --         --          950
Principal payments under capital lease obligations .....      (133)      (122)      (145)
Exercise of common stock options .......................      --           41       --
Minority investment in subsidiary ......................      --          164       --
Issuance of common stock, net offering costs ...........      --          685       --
                                                           -------    -------    -------
Net cash used by financing activities ..................      (133)     1,768      2,055
                                                           -------    -------    -------
NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS ..      (533)       880       (491)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .........     1,210        330        821
                                                           -------    -------    -------

CASH AND CASH EQUIVALENTS AT END OF YEAR ...............   $   677      1,210        330
                                                           =======    =======    =======`

## SUPPLEMENTAL
DISCLOSURES OF NONCASH TRANSACTIONS:

Cash paid for interest in
2001, 2000 and 1999 was $25 thousand, $314 thousand and $314 thousand,
respectively. Of the $25 thousand paid in interest in 2001, none was paid to
eBanker. Of the $314 thousand in cash paid for interest in 2000 and 1999, $273
thousand and $224 thousand, respectively, was paid to eBanker.

During 2001, the Company
entered into the following noncash transactions:

|° | The Company issued 1.747 million shares of common stock to eBanker in connection
with the prepayment of interest. These shares were valued at $1.188 million (see
note 2).
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|° | The Company issued warrants to purchase 10.186 million shares of the
Companys common stock. These warrants were valued at $510 thousand (see
note 2).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|° | The Company issued 25 thousand common shares issued as consideration for
intellectual property used in the development of software. These shares were
valued at $19 thousand.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|° | The Company issued 8 thousand shares for investor relations. These shares were
valued at $5 thousand.
|- | -----------------------------------------------------------------------------------------------------

|° | The Company acquired equipment under capital leases in the amount of $ 114
thousand.
|- | ------------------------------------------------------------------------------------

See  accompanying notes to
the consolidated financial statements.

---

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

## NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

On May 23, 1995, The
Wyndgate Group, Limited (Wyndgate) merged with National MRO, Inc. (National MRO)
and National MRO changed its name to Global Data Technologies, Inc., which
subsequently changed its name to Global Med Technologies, Inc. Global Med
Technologies, Inc. provides information management software products and
services to the health care industry.

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 one
segment.

RELATED PARTIES

Global Med is financed
primarily through lending arrangements provided by eBanker International, Inc.
(eBanker) as discussed further below. Until November 28, 2001,
eBanker was a consolidated subsidiary of eVision International, Inc.
(eVision). eVision is majority owned by Heng Fung Holdings Limited
(Heng Fung formerly known as Online Credit International, Limited)
and its subsidiary Online Credit Limited (Online Credit). Online Credit and
eBanker are shareholders of Global Med. Until November 28, 2001, eVision was
also a shareholder of Global Med. Additionally, Online credit and eBanker each
hold warrants to acquire 1 million and 11.168 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 finance
statements, in November 2000, eBanker and Global Med entered into a series of
transactions that resulted in Global Med becoming a consolidated subsidiary of
eBanker.

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 eVison and all eBankers common shares and warrants held by
eVision were transferred to Online Credit. Consequently, as of November 28,
2001, Global Med remains a consolidated entity of eBanker for accounting
purposes; however, eBanker is now directly controlled by Online Credit instead
of eVision.

During 2001 and 2000,
eVision provided the Company with various accounting services. The Company
recognized $123 thousand, and $117 thousand in general and administrative
expenses related to these services. During 2001, 2000 and 1999, the Company
incurred $453 thousand, $604 thousand and $374 thousand, respectively, in
interest charges from eBanker. The Company capitalized $27 thousand in interest
charges from eBanker to software development costs during 2000 and none in 2001
and 1999. During 2001, 2000 and 1999, all of the Companys financing costs
were derived from arrangements with eBanker or eVision.

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.

---

# GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARY

# NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

BASIS OF PRESENTATION

During 2001, 2000 and 1999,
the Company incurred losses and used significant amounts of cash in operations.
For the year ended December 31, 2001, 2000, and 1999 the Company used cash of
$100 thousand, $570 thousand, and $1.285 million, respectively, in operating
activities. On July 1, 2001, the note payable with eBanker was automatically
extended to July 1, 2003. Management anticipates that the cash, accounts
receivable balances, recurring revenues, proceeds from the 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 2002 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, 2001 and 2000 because PeopleMed had a stockholders deficit.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

For purposes of the
accompanying 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, 2001 and 2000 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 sales are not
concentrated in any geographic or economic region.

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.

---

# GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARY

# NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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, 2001 or 2000.

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,
2001, 2000 and 1999, the Company recorded approximately $596 thousand, $663
thousand and $403 thousand of amortization, respectively. Amortization of
capitalized software costs is included in cost of revenues in the accompanying
statements of operations.

NONCOMPETE AGREEMENTS

The Company has entered
into noncompete agreements with three key employees, two of which also served on
the Companys Board of Directors, for $350 thousand. The terms of the
agreements are for the greater of five years or the term of the related
employees employment contract. At December 31, 2001 and 2000, $35 thousand
remains payable whenever sufficient cash flow is available as determined by the
Companys Board of Directors.

INCOME TAXES

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

---

# GLOBAL MED
TECHNOLOGIES, INC. AND SUBSIDIARY

# NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

REVENUE RECOGNITION

The  Company  recognizes
revenue in accordance 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.

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.

---

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

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, 2001 and 2000 there were no customers accounting for more than 10%
of revenue. Revenue for the year ended December 31, 1999, includes $919 thousand
(approximately 17%), of accelerated software license fee payments in connection
with a multiple site customer agreement that was terminated and replaced by two
separate agreements.

LOSS PER COMMON SHARE

Basic net loss per common
share excludes dilution and is computed by dividing net 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, 2001, 2000
and 1999 approximately 4.5 million, 14.5 million and 10.9 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.

STOCK BASED COMPENSATION

The Company has adopted the
disclosure method provisions of SFAS No. 123, Accounting for
Stock-Based Compensation. As permitted under SFAS No. 123, the Company
continues to account for stock-based compensation 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.

RECENTLY ISSUED FINANCIAL
ACCOUNTING STANDARDS

In July 2001, the FASB
issued SFAS Nos. 141 and 142 Business Combinations and
Goodwill and other Intangible Assets. Statement 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method. Under the guidance of Statement 142, goodwill is no longer
subject to amortization over its estimated useful life. Rather, goodwill will be
subject to at least an annual assessment for impairment by applying a fair value
base test. The Company adopted this statement January 1, 2001. The adoption of
this statement did not have a material effect on the financial position or
results of operations of the Company.

---

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

In August 2001, the FASB
issued SFAS No. 143, Accounting for Asset Requirement Obligations. SFAS No. 143
requires the fair value of a liability for an asset retirement obligation to be
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. SFAS No. 143 is effective
September 30, 2003 for the Company. The Company believes the adoption of this
statement will have no material impact on its consolidated financial statements.

In October 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of Log-Lived
Assets. SFAS 144 requires that those long-lived assets be measured at the lower
of carrying amount or fair value, less cost to sell, whether reported in
continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. SFAS 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001
and, generally, are to be applied prospectively. The Company believes that the
adoption of this statement will have no material impact on its consolidated
financial statements.

## NOTE 2.
FINANCING AGREEMENTS, RELATED PARTY

Summary of Financing
Agreements

At December 31, 2001 and
2000, the Company had $3.829 million outstanding under a financing agreement
with eBanker.

At December 31, 2001 and
2000 the accrued interest balances on the loans from eBanker were $0 and $54
thousand, respectively. The accrued interest balance is included in accrued
expense in the balance sheet.

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.

---

# 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 bears 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.

---

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

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.

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 are 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.
Also, on July 1, 2001, the outstanding debt was no longer convertible into the
common stock of the Company at $1.00 per share. Additionally, upon the
occurrence of certain events related to a certain contract Global Med is
negotiating, Global Med will have 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 outstanding loan balance is
convertible into the common stock of Global Med at eBankers option at a
rate of $1.00 per share. 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 loan with eBanker is
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.

If Global Med defaults on
the repayment of any amount borrowed under the combined note issued to eBanker,
all existing members of the board of directors of Global Med will be required to
resign and eBanker 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.

---

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

On March 22, 2001, Global
Med and eBanker entered into an interest payment option agreement that provides
that Global Med may 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 pays down any principal on the loan prior to July 1,
2003, eBanker will 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. eBanker will make this calculation on July 1, 2001, July 1, 2002 and
July 1, 2003.

On June 20, 2001, the
Company elected to exercise the interest payment option. As a result, eBanker
will be 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. The 1.747 million shares have not been issued, but are considered
outstanding as of June 20, 2001, the date the interest option was exercised.
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.

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 is 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 eBanker will have the right to appoint
all new members. The warrants expire on July 1, 2011. 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). 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 is ratably amortizing the costs associated with these warrants
over 24 months, the remaining life of the note payable as of July 1, 2001. The
Company recognized approximately $128 thousand in financing costs related to the
issuance of these warrants as of December 31, 2001.

At December 31, 2001,
principal of $3.829 million and $0 accrued interest were outstanding under the
financing agreements between eBanker and Global Med.

## 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.

---

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

## NOTE 4. INCOME
TAXES

The Company has net
operating loss carryforwards of approximately $21.8 million which expire in the
years 2006 to 2021. Net operating loss carryforwards of $4.82 million are
subject to limitation under Section 382 of the Internal Revenue Code due to the
various changes in ownership during 2000 and 1999.

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

`2001          2000         1999
                                                                    ----          ----         ----

        Expected tax benefit                                    $ (574,000)   (1,663,000)   (2,702,000)
        Effect of permanent differences                            275,000       752,000     1,640,000
        Change in valuation allowance for deferred tax assets      339,000     1,063,000     1,234,000
        State tax benefit, net of federal benefit                  (28,000)      (89,000)     (139,000)
        Other                                                      (12,000)      (63,000)      (33,000)
                                                                ----------    ----------    ----------
        Income tax expense                                      $     --            --            --
                                                                ==========    ==========    ==========`

The components of the
deferred tax assets and liabilities as of December 31, 2001 and 2000 are as
follows:

`2001           2000
                                                               ----           ----
        Deferred tax assets:
          Net operating loss carryforward                  $ 8,597,000      8,380,000
          Allowance for uncollectible accounts and notes
             receivable                                         64,000         26,000
          Unearned revenue and accrued expenses              1,282,000      1,344,000
                                                           -----------    -----------

          Gross deferred tax assets                          9,943,000      9,750,000
          Valuation allowance                               (9,624,000)    (9,285,000)
                                                           -----------    -----------
          Net deferred tax assets                              319,000        465,000

        Deferred tax liabilities:
          Capitalized software development costs               319,000        465,000
          Accelerated depreciation for tax purposes               --             --
                                                           -----------    -----------
          Gross deferred tax liabilities                       319,000        465,000
                                                           -----------    -----------
        Deferred tax assets, net                           $      --             --
                                                           ===========    ===========`

---

# 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 $206 thousand, $203 thousand and $119 thousand, net of sublease
income of $0, $52 thousand and $94 thousand for the years ended December 31,
2001, 2000 and 1999, respectively. Certain leases of equipment and fixtures are
classified as capital leases. A principal stockholder of the Company has
personally guaranteed repayment of certain capital lease obligations.

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

`December 31,
                                                          2001           2000
                                                          ----           ----

    Furniture and fixtures                           $   127,000        127,000
    Machinery and equipment                              255,000        167,000
    Computer hardware and software                       820,000        734,000
                                                     -----------    -----------
    Assets under capital leases                        1,202,000      1,028,000
    Less accumulated depreciation and amortization    (1,029,000)      (868,000)
                                                     -----------    -----------

    Assets under capital lease, net                  $   173,000        160,000
                                                     ===========    ===========`

The following represents
the minimum lease payments remaining under capital leases and the future minimum
lease payments for all non-cancelable operating leases at December 31, 2001:

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

         2002                                                     $     89,000     $  186,000
         2003                                                           38,000        187,000
         2004                                                           31,000        190,000
         2005                                                           29,000        195,000
         2006 and thereafter                                            31,000        101,000
                                                                   -----------     ----------

     Total minimum lease payments                                      218,000     $  859,000
                                                                                   ==========
         Less amount representing interest                             (35,000)
                                                                   -----------
     Present value of minimum lease payments                           183,000
         Less current portion of obligations under capital lease       (76,000)
                                                                   -----------

     Obligations under capital lease, less current portion        $    107,000
                                                                   ===========`

---

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

## 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 200,000 shares of common stock of Global Med
have been issued under the stock compensation plan as of December 31, 2001.

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 CFO. Of the 35 thousand authorized
shares as of December 31, 2000, 7 thousand were issued during 2001. These
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. This resulted in the Company recognizing a reduction in the
statement of operations during 2001, of $28 thousand. During the year ended
December 31, 2001, the Company recognized $15 thousand 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 active CFO. During
the years ended December 31, 2000 and 1999, $28 thousand and approximately $63
thousand, respectively, was recognized in the Companys statements of
operations as the services were performed.

Sales of Common Stock

During 2000, eVision
purchased 1 million shares of common stock of the Company for $500 thousand. A
director purchased 200 thousand shares of common stock for $100 thousand and 170
thousand shares were sold to a shareholder for $85 thousand. In connection with
the sales to eVision and the director, the Company recognized financing costs of
$940 thousand and $189 thousand of compensation expense, respectively.

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, 125 thousand of which are
to be included in a registration statement intended to be filed during 2001.

---

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

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 has been recorded as a prepaid expense and is 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 the
quarter ended March 31, 2001.

## PEOPLEMED

March and October of 2000,
PeopleMed sold 50 thousand and 160 thousand shares, respectively, of its $.001
par value common stock at $1.0 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 up to 15 million shares of the common stock to
employees, officers, directors, and consultants of the Company. Options may be
granted as incentive stock options or non-qualified stock options. The 2001 Plan
expires on December 28, 2010. As of December 31, 2001, options to purchase 80
thousand shares of the Companys common stock at a weighted average
exercise price of $0.96 per share through 2001 were outstanding under the 2001
Plan, of which 14 thousand options to purchase shares were
exercisable.

The Companys Amended
and Restated Stock Option Plan (the Plan) provides for the issuance of options
to purchase up to 2.2 million shares of common stock to employees, officers,
directors and consultants of the Company. Options may be granted as incentive or
nonqualified stock options. Only employees of the Company are eligible to
receive incentive options. The Plan expired on May 31, 2000. As of December 31,
2001, options to purchase 1.251 million shares of the Companys common
stock at a weighted average exercise price of $1.14 per share were outstanding
under the Plan of which 985 thousand options be purchase shares, were
exercisable. 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 2001, the company
issued 34 thousand stock options. During 2000, the Company also issued 255
thousand non-qualified stock options to certain employees.

During 2000, the Company
granted two outside consultants non-qualified options to purchase 35 thousand
shares of the Companys common stock. The fair value of these options
grants was $64 thousand and was charged to the statement of operations as these
options were earned.

In 1999, two consultants
were granted nonqualified options to each purchase 20 thousand shares of the
Companys common stock at $0.66 per share. The fair value of these grants
was $26 thousand and was charged to the statement of operations over a two year
period.

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.

---

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

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

`2001                2000                1999
                                  Options     Price*   Options     Price*    Options     Price*
                                  -------     -----    -------     -----     -------     -----
Outstanding, beginning of year   6,336,971   $ 0.85   7,015,216   $ 0.90    4,391,216   $ 0.98
Granted                             34,000     0.64     290,000     1.34    3,020,500     0.62
Forfeited/canceled                (113,000)    1.01    (924,425)    0.81     (396,500)    0.94
Exercised                            --         --      (44,000)    0.92        ---        --
                                ----------           ----------            ----------


Outstanding, end of year         6,257,971     0.85   6,336,971     0.85    7,015,216   $ 0.90
                                ----------           ----------            ----------`

* Price reflects the
weighted average exercise price.

The following table
presents the composition of options outstanding and exercisable as of December
31, 2001:

`-------------------              -------------------
                               Options Outstanding              Exercisable Options
                               -------------------              -------------------

Range of exercise prices       Amount        Price*   Life*       Amount       Price*
------------------------       ------        -----    ----        ------       -----
$ 0.56     -     1.00        5,312,998      $ 0.68     7.5      2,205,932     $ 0.73
  1.03     -     1.50          297,500        1.18     7.9        204,500       1.13
  1.51     -     2.00          420,973        1.73     6.4        342,473       1.76
  2.45     -     3.00          213,000        2.51     5.7        211,000       2.50
  3.75                          13,500        3.75     5.0         13,200       3.75
                            ----------                         ----------

Total December 31, 2001      6,257,971        0.85     7.4      2,977,105       1.01
                            ----------                         ----------`

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

Pro forma disclosures

The fair value of options
granted during 2001, 2000 and 1999 were determined using the following weighted
average assumptions:

A risk-free rate of
approximately 4.39%, 5.65% and 6.14%; an average expected lives of 5 years; a
dividend yield of 0%; and volatility of 326%, 284%, and 244% for the years ended
December 31, 2001, 2000 and 1999, respectively.

---

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

For the purposes of pro
forma disclosures, the estimated fair value of the employee options is amortized
to expense over the options vesting period. Pro forma information is as
follows:

`2001            2000            1999

     Pro forma net loss               $  (1,998,000)  $  (5,558,000)  $  (8,865,000)
     Pro forma net loss per share             (0.09)          (0.40)          (0.84)`

The estimated fair value of
the total options granted during the years ended December 31, 2001, 2000 and
1999 was $22 thousand, $387 thousand and $1.787 million, respectively. The
estimated fair value compensation expense associated with the options granted
during 2001, 2000 and 1999 and their respective portions vesting were $12
thousand, $37,000 and $183 thousand, respectively, for the years ended December
31, 2001, 2000 and 1999.

Warrants

The following summarizes
the outstanding warrants to purchase shares of common stock of Global Med for
the years ended December 31, 2001, 2000 and 1999:

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

          Balance at December 31, 1998        14,645,888    $   0.91
          Issued                               2,045,588        3.61
          Exercised                           (2,000,000)       0.25
          Canceled                            (2,045,588)       3.60
                                              ----------       -----

          Balance at December 31, 1999        12,645,888        1.01
          Exercised                           (8,000,000)       0.25
                                              ----------       -----

          Balance at December 31, 2000         4,645,888    $   2.31

          Issued                              10,186,430        0.50
                                              ----------       -----
          Balance at December 31, 2001        14,832,318        1.07
                                              ==========       =====`

All of the outstanding
warrants are exercisable and expire in the years 2002 to 2011.

On December 22, 1999, the
Board of Directors extended the exercise time of its previously issued 1.457
million Class A Warrants from February 11, 2002 to February 11, 2003. The
Company has also reduced the exercise price of these warrants from $4.55 to
$3.00 per share. This resulted in expense to the Company of $900 thousand. AFFC,
the original underwriter, was issued warrants to acquire approximately 46
thousand units exercisable at $11.55 per unit until January 14, 2002. Each unit
consists of two shares of common stock and a warrant to purchase one share of
common stock at $7.51 per share. The Company extended the underwriters
warrants until February 11, 2003, but did not reduce the exercise price of the
underwriters warrants. Using the Black Scholes model for estimating fair
value, the Company recognized $78 thousand of financing costs expense on this
transaction.

---

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

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 10.168 million warrants to eBanker exercisable at $0.50 per
share. See note 2 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 2001, 2000 or 1999.

## NOTE 9.
COMMITMENTS AND CONTINGENCIES

The Company is charged a
royalty on applicable SAFETRACE® and SAFETRACE TX revenues. Royalty
expenses were approximately $46 thousand, $8 thousand and $21 thousand for the
years ended December 31, 2001, 2000 and 1999, respectively, and are included in
cost of revenues in the accompanying statement of operations. Future royalties
will be 3%-4% of applicable revenues. The Company is charged a commission by its
marketing partners for sales on applicable SAFETRACE TX revenues. During
the years ended December 31, 2001, 2000 and 1999, the Company recognized
commissions expense of $77 thousand, $125 thousand and $0, respectively, which
are included in sales and marketing expenses in the accompanying statement of
operations.

---

## SIGNATURES

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

GLOBAL MED TECHNOLOGIES, INC.
        
                
                
                
                
                
                
        A Colorado Corporation
Date:  March 28, 2002    
 
            
            
            
            
            
        By:
/s/Michael I. Ruxin                
                
                
                
        
                
                
        
       Michael I. Ruxin, Chairman of the Board
                
                
                
                
        
                
                
        
       and Chief Executive Officer

Pursuant to the
requirements of the Securities Exchange Act of 1934, the following persons on
behalf of the Registrant and in the capacities and on the dates indicated have
signed this report below. 
Date:  March 28, 2002    
 
            
            
            
            
            
        By:
/s/Michael I. Ruxin                
                
                
                
        
                
                
        
       Michael I. Ruxin, Chairman of the Board
                
                
                
                
        
                
                
        
       and Chief Executive Officer and Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Thomas F. Marcinek                
                
                
                
        
                
                
        
       Thomas F. Marcinek, President and Chief
                
                
                
                
        
                
                
        
       Operating Officer
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Gary L. Cook                
                
                
                
        
                
                
        
       Gary L. Cook, Director, Acting Principal
                
                
                
                
        
                
                
        
       Financial and Accounting Officer and Treasurer
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Gerald F. Willman, Jr.                
                
                
                
        
                
                
        
       Gerald F. Willman, Jr., Director and Wyndgate
                
                
                
                
        
                
                
        
       Vice President - International Business Development
Date:  March 28, 2002   
            
            
            
            
                
        By:

                
                
                
                
        
                
                
        
       Fai H. Chan, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Robert H. Trapp                
                
                
                
        
                
                
        
       Robert H. Trapp, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:

                
                
                
                
        
                
                
        
       Kwok Jen Fong, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Jeffrey M. Busch                
                
                
                
        
                
                
        
       Jeffrey M. Busch, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Gordon E. Segal                
                
                
                
        
                
                
        
       Gordon E. Segal, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Tony T.W. Chan                
                
                
                
        
                
                
        
       Tony T.W. Chan, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:
/s/Soo Theng Lua                
                
                
                
        
                
                
        
       Soo Theng Lua, Director
Date:  March 28, 2002   
            
            
            
            
                
        By:

                
                
                
                
        
                
                
        
       David T. Chen, Director

---

# SECURITIES
AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# EXHIBITS

# TO

# FORM 10-KSB

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

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

|4.2 | Form of Class A common stock Purchase Warrant Certificate (1)
|--- | -------------------------------------------------------------

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

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

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

|23 | Consent of Independent Auditors - Deloitte & Touche LLP
|-- | -------------------------------------------------------

|23.1 | Consent of Independent Auditors - Ehrhardt Keefe Steiner & Hottman PC
|---- | ---------------------------------------------------------------------

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

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