# UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

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

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

For
The Fiscal Year Ended: December 31, 2002

OR

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

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

COMMISSION FILE
NUMBER: 0 - 22083

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

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

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

Registrants
telephone number: (303) 238-2000

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

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

Common
Stock, $.01 par valueClass A Common Stock Purchase Warrants

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

# Yes  [X]
 No [  ]

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

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

Aggregate
market value of voting stock held by non-affiliates as of April
11,2003:$3,359,990 based on the closing
bid priceof$0.40 per share as of that date. Shares of common stock,
$.01 par value, outstanding as of April 11, 2003:
24,545,296.

Documents
incorporated by reference: See Part IV, Item 13(a), and EXHIBIT
INDEX on page 41 for a listing of documents incorporated by reference
into this Annual Report on FORM 10-K.

---

# GLOBAL
MED TECHNOLOGIES, INC.
FORM 10-K
DECEMBER 31, 2002

# TABLE
OF CONTENTS

# PART
I

Item
             
             
             
             
             
             
             
             
             
             
             
    Page

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

# PART II

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

# PART III

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

# PART IV

|    |  |                                                                  
|--- |  | -----------------------------------------------------------------
|14. |  | Controls and Procedures                                          
|15. |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K
|    |  | SIGNATURES                                                       
|    |  | CERTIFICATIONS                                                   

2

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# PART I

ITEM 1.
DESCRIPTION OF BUSINESS

GENERAL
DEVELOPMENT OF BUSINESS

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

In 1995, Global
Med Technologies, Inc merged with the Wyndgate Group, Inc. ("Wyndgate").
Wyndgate operates as a division of Global  Med Technologies, Inc. and designs, develops,
markets and supports information management software products for blood banks,
hospitals, centralized transfusion centers and other healthcare related facilities.

During  1999,
Global Med Technologies, Inc. formed a majority-owned subsidiary,  PeopleMed.com, Inc. (PeopleMed),
a Colorado corporation, to develop  a software application designed to give HMO providers
and other third party  payers, access to clinical information for chronic disease
patients. This  application allows doctors and other medical employees access to a
patients history. PeopleMed
offers chronic disease management as an  Application Service Provider (ASP).
PeopleMeds system uses the  Internet to coordinate sources and users of a patients
clinical  information, including laboratory, pharmacy, primary and specialty care
providers, claims and medical records.

PeopleMed is
owned 83% by Global Med Technologies,  Inc. and 17% by third parties  including  certain
executive  officers and directors  of Global Med Technologies,  Inc. Global Med
Technologies,  Inc. and PeopleMed are referred to collectively  herein as the
"Company" or  "Global Med".

RELATED
PARTIES

Global
Med is financed primarily through lending arrangements with Global Med China
& Asia Limited (GMCAL). These lending arrangements were originated by
eBanker USA.com, Inc. (eBanker) and transferred, along with
eBankers ownership in Global Med, to GMCAL in October 2002.
Ownership in GMCAL was transferred to an unrelated third party
in November 2002. eBanker, through a subsidiary, maintains various
controls, as well as a security interest, in the lending arrangements, until
such time as certain events occur. 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). Currently, Online Credit and
GMCAL are shareholders of Global Med. Until November 2001 and November
2002, eVision and eBanker through a subsidiary, respectively,
were also shareholders of Global Med. Additionally, eVision and GMCAL each hold
warrants to acquire 1 million and 11.186 million shares, respectively, of Global
Meds common stock with exercise prices that range from $0.25-$0.50 per
share. As discussed further below and in the accompanying financial statements,
in November 2000, eBanker and Global Med entered into a series of equity
transactions that resulted in Global Med becoming a consolidated subsidiary of
eBanker and eVision effective November 2000.

Additionally,
eVision and certain other subsidiaries of Heng Fung provide various
management, legal and accounting support services to Global Med. See the
discussion of these related party transactions in Notes 1 and 2 in the
accompanying consolidated financial statements.

3

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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.

DESCRIPTION
OF BUSINESS

Principal
Products and Their Markets

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

Wyndgate
began development of a blood tracking system called 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 SAFETRACETX®, 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. SAFETRACETX® provides electronic
cross-matching capabilities to help insure blood compatibility with
patient-recipients and will track, inventory, bill and document all activities
with blood products from the time blood products are received in inventory to
the time the blood products are used or returned to blood centers. SAFETRACE
TX® complements SAFETRACE®, because the combined SAFETRACE
TX® and SAFETRACE® software system is now able to integrate hospitals
with blood centers and provide a vein-to-vein tracking of the
blood supply. 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®. The FDA has
cleared both products for sale in the United States. See the statement of
operations and section in Note 1 SOFTWARE DEVELOPMENT COSTS in Note
1 in the accompanying consolidated Financial Statements.

In
1999, the Company introduced PeopleMed. PeopleMed supports chronic disease
management as an ASP. PeopleMeds system uses the Internet to coordinate
sources of information and users of a patients clinical information,
including laboratory, pharmacy, primary and specialty care providers, claims,
and medical records. See Note 10, BUSINESS SEGMENT INFORMATION
in the accompanying consolidated Financial Statements.

All
of the Companys revenues were generated from providing products and services to
end users located throughout the United States.

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®.

4

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Dependence
on Major Customers

The
Company, through its Wyndgate division, currently has 35 SAFETRACE®customers and 54 SAFETRACE TX® customers with approximately 100 sitesin the United States. It intends to continue to target domestic and
international blood centers, plasma centers and hospital donor and transfusion
centers.

During
the year ended December 31, 2002, the Company had one customer that accounted
for 15.4%, or $1.022 million, of the Companys revenues. Of the $1.022
million in revenues, $500 thousand was attributable to the customer
terminating a five-year contract with PeopleMed. See footnote 1 of the audited
financial statements for discussion. During the years ended December 31, 2001
and 2000 there were no customers accounting for more than 10% of
revenues.

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.
The Company has not paid any royalties for the years ended December 31, 2000,
2001, or 2002.

The
Institute for Transfusion Medicine. Pursuant to a development agreement
between Wyndgate and The Institute for Transfusion Medicine (ITXM),
Wyndgate developed SAFETRACE TX® and must make royalty payments to ITXM,
based on a percentage of Wyndgates SAFETRACE TX® license fees paid.
The royalty amounts are computed as a percentage of net software license fees.
The Company has not paid any royalties for the years ended December 31, 2000,
2001, or 2002.

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, which has not yet occurred.

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

5

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Sysmex
Infosystems America, Inc. During 2000, the Company entered into a
non-exclusive marketing and support agreement with Sysmex Infosystems America,
Inc. (SIA). Under this agreement, SIA will market the Companys
blood bank products on a preferred basis. The Company will pay a commission to
SIA based on the software license fee for each sale SIA has facilitated.

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.

National
Jewish Medical and Research Center.In November 2000, the Company, through
its PeopleMed subsidiary, entered into a development and non-exclusive Marketing
Agreement with National Jewish Medical and Research Center (National
Jewish). Under the terms of this agreement, the Company will pay National
Jewish a royalty for all sales of PeopleMeds products that use National
Jewishs protocols. In addition, in February 2002, PeopleMed signed a Sales
and Marketing Agreement with National Jewish, whereby National Jewish will be
paid a commission for sales of PeopleMeds products facilitated by National
Jewish.

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

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®.

6

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

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

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

FINANCING
AGREEMENTS WITH RELATED PARTIES

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

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

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

7

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

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

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

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

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

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

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.

8

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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 was negotiating, Global Med would have the right, at 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 was convertible into the common stock of Global Med at
eBankers option at a rate of $1.00 per share until July 1, 2001. The
default conversion rate under this extension was $1.00 per share. As
consideration for this provision, eBanker was issued 500 thousand restricted
shares of Global Med common stock. As a result of these transactions, eBanker
obtained control of Global Med and Global Med was reflected in eBankers
consolidated financial statements as a consolidated subsidiary effective
November 19, 2000.

The
financing agreements are secured by all of Global Meds assets
including its shares in PeopleMed and the assets of PeopleMed and Global Med,
including intellectual property. As part of the November 19, 2000 Loan
Agreement, the personal guarantee of Dr. Michael I. Ruxin,
as dated August 12, 1998, and assigned to eBanker, was reduced from $1.5 million
to $650 thousand, plus pro rata accrued interest. The personal
guarantee is limited to certain of Dr. Ruxins assets. As part of the
November 19, 2000 Loan 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 2003.

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

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

On
March 22, 2001, Global Med and eBanker entered into an interest payment option
agreement that provided that Global Med have the option, with five days prior
written notice, to elect and pay to eBanker, before July 1, 2001, Global
Meds entire interest payment calculated for the life of loan agreement
dated November 19, 2000, in the form of 1.747 million shares of Global Med
common stock (calculated at $0.6875 per share, which was the prevailing market
price on March 22, 2001). In the event that Global Med 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 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 was issued 1.747 million shares of the Companys common
stock as payment for the interest expense on the Companys outstanding loan
balance with eBanker of $3.829 million through the loans maturity date of
July 1, 2003. These shares were valued at $1.188 million based on the
market value of the common stock on June 20,
2001. The Company recorded $681 thousand in a contra-equity account associated
with the issuance of these shares as of December 31, 2001. In addition, $277
thousand in accrued interest related to the eBanker loan was eliminated from the
Companys accrued expenses balance as of June 30, 2001, as a result of this
transaction. After this transaction, the effective interest rate on the loan
remained at 12% per annum.

On
July 1, 2001, in accordance with the terms of the existing financing
agreement, eBanker received the right to warrants to acquire up to 10.186
million shares of Global Med common stock with an exercise price of $0.50 per
share. These warrants were valued at $510 thousand. On July 1, 2001,
the maturity date of the note payable was automatically extended to July 1,
2003; and as of that date, the outstanding debt 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 GMCAL will have the right to appoint all new members. The
warrants expire on July 1, 2011. Pursuant to the November 2000
financing agreement between the Company and eBanker, the Company is obligated to
maintain current registration on the shares, underlying the warrants, for resale
under the Securities Act of 1933 (1933 Act). 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 in 2001, and $255 thousand
in financing costs related to the issuance of these warrants in 2002.

9

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

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

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

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

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

If
Global Med defaults on the repayment of any amount borrowed under the
financing agreements initiated with eBanker, all existing members of
the Board of Directors of Global Med will be required to resign and
GMCAL will have the right to appoint all new members. At December 31,
2002 and 2001, principal of $3.829 million and $221 thousand,
respectively, in a contra-equity account associated with the issuance of
shares for prepaid interest were outstanding under the terms of this financing
agreement. At December 31, 2002, principal of $200 thousand and a discount of
$12 thousand were outstanding between GMIHL and Global Med.

On
April 7, 2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
As part of the November 19, 2000 Loan Agreement, there exists a personal
guarantee of Dr. Michael I. Ruxin, up to $650 thousand plus pro rata accrued
interest. The personal guarantee is limited to certain of Dr. Ruxins
assets and remains in full force and effect. In consideration for the extension,
Global Med agreed to pay GMCAL a fee of $287 thousand which includes the
extension fee and all interest due for the period from July 1, 2003 to January
1, 2004. As of the date of this agreement, the Global Med has paid GMCAL $200
thousand of the $287 thousand extension fee and the remaining $87 thousand for
the extension fee and interest is due January 1, 2004.

EMPLOYEES

As
of April 9, 2003, the Company had 48 full-time employees, consisting
of 2 employees in the corporate
offices in Lakewood, Colorado and 46 at Wyndgates offices near
Sacramento, California.

10

---

The
Company has employment agreements with certain personnel. The Companys
employees are not represented by a labor union or subject to collective
bargaining agreements. The Company has never experienced a work stoppage and
believes that its employee relations are satisfactory.

AVAILABLE
INFORMATION

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

ITEM
2. PROPERTIES

As of April 9,
2003, 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.

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

A
Special Meeting of stockholders (Special Meeting) was held on
October 24, 2002. The following proposals, as set forth in the
Companys proxy statement were also adopted at the Special
Meeting by the votes indicated:

Proposal
Number One, as set forth in the Companys Proxy Statement, to elect eleven
directors to such terms as required by the Articles of Incorporation as follows:

Class I
Directors shall serve a term of three years and include  Michael I. Ruxin,  M.D.,
Jeffrey M. Busch,  Fai H. Chan, and  Tony T.W. Chan;

Class II
Directors shall serve a term of two years and include Gordon E. Segal, Kwok Jen Fong, and
David Chen;

Class III
Directors  shall serve a term of one year and include  Robert H. Trapp,  Gary L. Cook,
Gerald F. Willman,  Jr., and  Lua Soo Theng.

At
each annual meeting after 2002, directors will be elected to succeed those
directors whose terms then expire, and each person so elected will serve for a
three-year term.

11

---

| | For allNominees | % ofsharesOutstanding | WithholdAuthority forAll Nominees | % ofsharesOutstanding | WithholdAuthority forthe followingNominee(s) | % of sharesOutstanding
| | --------------- | --------------------- | --------------------------------- | --------------------- | -------------------------------------------- | ----------------------
| |                 | 21,313,187            |                                   | 87.85%                |                                              | 24,814                

Proposal
Number Two, as set forth in the Companys Proxy Statement, to ratify the
selection of Ehrhardt, Keefe, Steiner & Hottman, P.C. as independent
auditors of the Company for the year ending December 31, 2002.

| | For | % ofsharesOutstanding | Against | % ofsharesOutstanding | Abstain | % ofsharesOutstanding
| | --- | --------------------- | ------- | --------------------- | ------- | ---------------------
| |     | 20,807,229            |         | 85.77%                |         | 521,658              

# PART  II

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

Market
Information

The
Units sold by the Company in its initial public offering, each of which
consisted of two shares of common stock and one warrant, commenced trading on
the Nasdaq Small-Cap Market on February 12, 1997. On March 13, 1997, the common
stock and warrants (Class A) included in the Units began to trade
separately and the Units ceased to trade. On February 9, 1998, the
Companys common stock and warrants were delisted from the Nasdaq Small-Cap
Market, and commenced trading on the OTC Bulletin Board. OTC Bulletin Board
Market quotations reflect inter-dealer prices, without retail mark-up, markdown
or commission, and may not necessarily represent actual transactions. The
registered publicly traded Class A common stock purchase warrants described
above expired on February 11, 2003.

The
following table sets forth the quarterly high and low bid prices for the
Companys common stock for the two years ended December 31, 2002.

COMMON
STOCK

| | Fiscal Quarter Ended: | High               | Low
| | --------------------- | ------------------ | ---
| |                       | December 31, 2002  |    
| |                       | September 30, 2002 |    
| |                       | June 30, 2002      |    
| |                       | March 31, 2002     |    
| |                       | December 31, 2001  |    
| |                       | September 30, 2001 |    
| |                       | June 30, 2001      |    
| |                       | March 31, 2001     |    

12

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Holders

As of
December 31, 2002, the Company had approximately 140 holders of record of the
Companys common stock.

Dividends

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

Recent
Sales of Unregistered Securities

During
the year ended December 31, 2002, Global Med issued 275 thousand shares of
unregistered common stock. The unregistered shares issued during 2002 were
comprised of the following:

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

|o |  | 111 thousand shares purchased by a third party for $50 thousand. These shares
were issued with 27 thousand warrants to purchase the Companys stock at
$1.25 per share.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 111 thousand shares of stock, purchased by a director of the Company for $50
thousand. These shares were issued with 27  thousand warrants to
purchase the Companys stock at $1.25 per share.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

During
the year ended December 31, 2000, Global Med issued 10.518 million shares of
unregistered common stock. The unregistered shares issued during 2000 were
comprised of the following:

|o |  | 8 million common shares issued in connection with the exercise of common stock
warrants by eBanker and paid for through the cancellation of $2 million in
related party debt
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | 857.6
thousand in common shares issued related to financings
|- |  | ------------------------------------------------------------

|o |  | 1.37
million common shares issued to affiliates and a shareholder at a discount for cash
|- |  | ----------------------------------------------------------------------------------------

|o |  | 250
thousand shares issued for investor relations
|- |  | -------------------------------------------------

|o |  | 40
thousand common shares issued as consideration for development of a website
|- |  | ------------------------------------------------------------------------------

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

The
following table details equity securities authorized for issuance as of December
31, 2002.

|Plan Category                                 | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights(a) | Weightedaverageexercise priceofoutstandingoptions,warrantsand rights(b) | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
|--------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Equity plans approved by the shareholders     |                                                                                          |                                                                         |                                                                                                                                         
|2001 Stock Option Plan                        |                                                                                          | 2,857,500                                                               |                                                                                                                                         
|Amended and Restated 1997 Employee Stock      |                                                                                         
|Compensation Plan                             |                                                                                          | 0                                                                       |                                                                                                                                         
|Equity plans not approved by the shareholders |                                                                                         
|Stock Options                                 |                                                                                          | 6,054,442                                                               |                                                                                                                                         
|Warrants                                      |                                                                                          | 14,622,818                                                              |                                                                                                                                         
|                                              |                                                                                          |                                                                         |                                                                                                                                         
|Total                                         |                                                                                          | 23,534,760                                                              |                                                                                                                                         
|                                              |                                                                                          |                                                                         |                                                                                                                                         

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

ITEM
6. SELECTED FINANCIAL DATA

This
table sets forth selected financial data of Global Med for the periods
indicated. This data should be read in conjunction with and is qualified by
reference to Managements Discussion and Analysis of Financial
Condition and Results of Operations included in Item 7 in this Annual
Report on Form 10-K and
our audited consolidated financial statements, including the notes 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.

13

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

|                                         | Year Ended December 31 |           |   |           |  
|---------------------------------------- | ---------------------- | --------- | - | --------- | -
|
|Revenues                                 |                        | $   6,627 |   | $   6,224 |  
|Cost of revenues                         |                        | 2,621     |   | 2,510     |  
|                                         |                        |           |   |           |  
|Gross profit                             |                        | 4,006     |   | 3,714     |  
|OPERATING EXPENSES:                      |                       
|General and administrative               |                        | 1,945     |   | 2,529     |  
|Sales and marketing                      |                        | 1,426     |   | 1,545     |  
|Research and development                 |                        | 465       |   | 306       |  
|Depreciation and amortization            |                        | 154       |   | 254       |  
|Restructuring charges                    |                        | --        |   | --        |  
|                                         |                        |           |   |           |  
|Income (loss) from operations            |                        | 16        |   | (920      | )
|OTHER INCOME (EXPENSES):                 |                       
|Interest income                          |                        | 15        |   | 25        |  
|Interest expense                         |                        | (9        | ) | (25       | )
|Interest expense to related party        |                        | (472      | ) | (453      | )
|Financing costs to related party         |                        | (255      | ) | (317      | )
|Other                                    |                        | --        |   | --        |  
|                                         |                        |           |   |           |  
|Loss before income taxes                 |                        | $    (705 | ) | $(1,690   | )
|                                         |                        |           |   |           |  
|Income tax expense                       |                        | --        |   | --        |  
|Net loss                                 |                        | $    (705 | ) | $(1,690   | )
|                                         |                        |           |   |           |  
|                                         |                        |           |   |           |  
|                                         |                        |           |   |           |  
|Basic and diluted loss per common share  |                        | $  (0.03  | ) | $  (0.07  | )
|                                         |                        |           |   |           |  
|                                         |                        |           |   |           |  
|Weighted average number of common shares |                       
|outstanding (in thousands)               |                        | 24,487    |   | 23,300    |  
|                                         |                        |           |   |           |  
|                                         |                        |           |   |           |  

|                               | As of December 31, |         |   |          |  
|------------------------------ | ------------------ | ------- | - | -------- | -
|
|Balance Sheet Data:            |                    |         |   |          |  
|Cash and cash equivalents      |                    | $ 1,007 |   | $    677 |  
|Working Capital  deficit       |                    | $   827 |   | $ 1,186  |  
|Total Assets                   |                    | $ 3,050 |   | $ 3,167  |  
|Long-term debt                 |                   
|including capital leases       |                    | $ 3,829 |   | $ 3,838  |  
|Stockholders' equity (deficit) |                    | $(4,382 | ) | $(4,602  | )

14

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On
April 7, 2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
As of December 31, 2002, this debt was classified as a long-term debt
because it was refinanced prior to the date the financial statements were
issued.

ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING
STATEMENTS AND ASSOCIATED RISKS

This
Annual Report on Form 10-K contains certain forward-looking statements within
the meaning of Section 27A of the 1933 Act and Section 21E of the Securities
Exchange Act of 1934, as amended (1934 Act), and the Company intends
that such forward-looking statements be subject to the safe harbors for such
statements under such sections. The Companys forward-looking statements
include the plans and objectives of management for future operations, including
plans and objectives relating to the Companys planned marketing efforts
and future economic performance of the Company. The forward-looking statements
and associated risks set forth in this Annual Report on Form 10-K include or
relate to among other things: (i) the ability of the Company to obtain a
meaningful degree of consumer acceptance for its software products and proposed
software products, (ii) the ability of the Company to market its software
products and proposed software products on a national and international basis at
competitive prices, (iii) the ability of the Companys software products
and proposed software products to meet government regulations and standards,
(iv) the ability of the Company to develop and maintain an effective national
and international sales network, (v) success of the Company in forecasting
demand for its software products and proposed software products, (vi) the
ability of the Company to maintain pricing and thereby maintain adequate profit
margins, (vii) the ability of the Company to achieve adequate intellectual
property protection for the Companys software products and proposed
software products, and (viii) the ability of the Company and its customers to
successfully and timely implement the Companys software products.

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

15

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CRITICAL
ACCOUNTING POLICIES

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

GENERAL

The
Company designs, develops, markets and supports information management software
products for blood banks, hospitals, centralized transfusion centers and other
health care related facilities. Revenues for Wyndgate are derived from the
licensing of software, the provision of consulting and other value-added support
services and the re-sale of hardware and software obtained from vendors.
Revenues for PeopleMed are derived, generally, from providing ASP services. The
Company operates in two segments.

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

RESULTS OF
OPERATIONS

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

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

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

Cost
of Revenues. Cost of revenues related to software license fees, maintenance
and usage fees decreased $260 thousand, or 17.8%, to $1.2 million for
the year ended December 31, 2002, from $1.46 million for the year
ended December 31, 2001. The decrease was mainly due to decreases in software
amortization cost of $115 thousand and a decrease in royalty expenses of $34
thousand.

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

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

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

16

---

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

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

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

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

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

Net
Loss. The Companys net loss during 2002 as compared to 2001 decreased
$985 thousand. The net loss includes the recognition of a total of $255 thousand
and $317 thousand of financing costs to a related party during the year ended
December 31, 2002 and 2001, respectively.

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 revenues associated with
implementations and other consulting revenues increased $545 thousand, or 107.9%
to $1.05 million during the year ended December 31, 2001 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.

18

---

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. 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.

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.

18

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Quarterly
Results of Operations

The
following table sets forth certain unaudited quarterly results of operations for
each of the quarters in the years ended December 31, 2002 and 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. Included in the results for the three months ended December 31,
2002, the Company recognized $500 thousand in revenues related to the
termination of a contract with a significant customer. The Company
believes that quarter-to-quarter comparisons of its financial results are not
necessarily meaningful and should not be relied upon as an indication of future
performance.

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

|                                          | Quarters Ended |             |   |            
|----------------------------------------- | -------------- | ----------- | - | -----------
|
|Revenues                                  |                | $   1,733   |   | $   1,701  
|Cost of revenues                          |                | 770         |   | 649        
|                                          |                |             |   |            
|Gross profit                              |                | 963         |   | 1,052      
|                                          |                |             |   |            
|Operating expenses:                       |               
|General and administrative                |                | 424         |   | 472        
|Sales and marketing                       |                | 276         |   | 333        
|Research and development                  |                | 25          |   | 29         
|                                          |                |             |   |            
|Total operating expenses:                 |                | 725         |   | 834        
|                                          |                |             |   |            
|Income (loss) from operations             |                | 238         |   | 218        
|Interest income                           |                | --          |   | 13         
|Interest expense, including related party |                | (118        | ) | (125       
|Financing costs to related party          |                | (63         | ) | (64        
|                                          |                |             |   |            
|Income (loss) before income taxes         |                | 57          |   | 42         
|Provision for income taxes                |                | --          |   | --         
|                                          |                |             |   |            
|Net income (loss)                         |                | $        57 |   | $        42
|                                          |                |             |   |            
|                                          |                |             |   |            
|Weighted average shares outstanding:      |               
|Basic                                     |                | 24,284      |   | 24,311     
|                                          |                |             |   |            
|                                          |                |             |   |            
|Diluted                                   |                | 25,773      |   | 28,150     
|                                          |                |             |   |            
|                                          |                |             |   |            
|Net income (loss) per share-basic and     |               
|diluted                                   |                | $     0.00  |   | $     0.00 
|                                          |                |             |   |            
|                                          |                |             |   |            
|Depreciation and amortization of software |               
|development costs included in cost        |               
|of revenues and operating expenses        |                | $      241  |   | $      151 
|                                          |                |             |   |            
|                                          |                |             |   |            

19

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LIQUIDITY
AND CAPITAL RESOURCES

The
Company had cash and cash equivalents of $1.007 million and $677 thousand as of
December 31, 2002 and 2001, respectively. Additionally, the Company had a net
working capital deficit of $827 thousand and $1.186 million as of December 31,
2002 and 2001, respectively.

As of
December 31, 2002, the Companys $4.017 million in related party financing
was due and payable on July 1, 2003. On April 7, 2003, GMCAL and Global Med
entered into an agreement to extend the repayment date of the $3.829 million
loan from July 1, 2003 to January 1, 2004. As part of the November 19, 2000 Loan
Agreement, there exists a personal guarantee of Dr. Michael I. Ruxin, up to $650
thousand plus pro rata accrued interest. The personal guarantee is limited to
certain of Dr. Ruxins assets and remains in full force and effect. In
consideration for the extension, Global Med agreed to pay GMCAL a fee of $287
thousand which includes the extension fee and all interest due for the period
from July 1, 2003 to January 1, 2004. As of the date of this agreement, the
Global Med has paid GMCAL $200 thousand of the $287 thousand extension fee and
the remaining $87 thousand for the extension fee and interest is due January 1,
2004.

|                        | Expected Maturity Dates ($000s) |      |  |        |  |    
|----------------------- | ------------------------------- | ---- |  | ------ |  | ---
|
|Related party financing |                                 | $200 |  | $3,829 |  | -- 
|Operating leases        |                                 | 215  |  | 195    |  | 200

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 2003 and for general working capital purposes. The Company
continues to pursue financing alternatives through the issuance of additional
equity or debt.

Net
cash provided by operating activities was $547 thousand during 2002. The Company
used $100 thousand and $570 thousand in operating activities during 2001 and
2000, respectively. The cash provided by operations of $547 thousand during 2002
consisted primarily of the net loss of $705 thousand, offset by non-cash charges
of $1.422 million, less changes in operating assets and liabilities of $170
thousand.

Net
cash used by investing activities was $458 thousand, $300 thousand, and $318
thousand during 2002, 2001, and 2000, respectively. The Company invested $122
thousand, $208 thousand and $273 thousand in capitalized software development
during 2002, 2001, and 2000, respectively. For 2002 and 2001, the Company
provided $290 thousand and $80 thousand, respectively, to fund notes receivable
to a related party.

Net
cash provided by financing activities was $241 during 2002. Net cash used by
financing activities was $133 thousand during 2001. Net cash provided by
financing activities in 2000 was $1.768 million. The 2000 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
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.

20

---

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
adoption of this statement did not have a material effect on the Companys
financial position or results of operations.

In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical
Corrections, (SFAS No. 145), which will be effective for the
Company beginning January 1, 2003. SFAS No. 145 rescinds SFAS Nos. 4, 44, 64 and
amends SFAS No. 13, Accounting for Leases, to eliminate an
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Global Med does not
expect the adoption of this Statement to have a material impact on its
consolidated financial position or results of operations.

In
June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This standard nullifies Emerging Issues
Task Force Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). This standard requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred rather than the date of an entitys
commitment to an exit plan. Global Med is required to implement SFAS No. 146 on
January 1, 2003. Global Med does not expect this standard to have a material
impact on its consolidated financial position or results of operations.

In
November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which expands previously issued
accounting guidance and disclosure requirements for certain guarantees. The
Interpretation requires an entity to recognize an initial liability for the fair
value of an obligation assumed by issuing a guarantee. The provision for initial
recognition and measurement of the liability will be applied on a prospective
basis to guarantees issued or modified after December 31, 2002. Global Med does
not expect this Interpretation to have a material impact on its consolidated
financial position or results of operations.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB
Statement No. 123, which provides optional transition guidance for those
companies electing to voluntarily adopt the accounting provisions of SFAS No.
123. In addition, the statement mandates certain interim disclosures that are
incremental to those required by SFAS No. 123. Global Med will continue to
account for stock-based compensation in accordance with APB No. 25. As such,
Global Med does not expect this standard to have a material impact on its
consolidated financial position or results of operations. Global Med has adopted
the disclosure-only provisions of SFAS No. 148 at December 31, 2002.

In
January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (VIEs), an Interpretation of
ARB No. 51, which requires all VIEs to be consolidated by the primary
beneficiary. The primary beneficiary is the entity that holds the majority of
the beneficial interests in the VIE.

21

---

In
addition, the interpretation expands disclosure requirements for both VIEs that
are consolidated as well as VIEs from which the entity is the holder of a
significant amount of the beneficial interests, but not the majority. The
disclosure requirements of this interpretation are effective for all financial
statements issued after January 31, 2003. The consolidation requirements of this
interpretation are effective for all periods beginning after June 15, 2003.
Global Med does not expect this Interpretation to have a material impact on its
consolidated financial position or results of operations.

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

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

Sensitivity
analyses were performed to determine how market rate changes would affect the
fair value of our debt. Such an analysis is inherently limited in that it
represents a singular, hypothetical set of assumptions. Actual market movements
may vary significantly from our assumptions. A one-percentage point change in
interest rates on our debt as of December 31, 2002 would change our annual
pre-tax income annual results by approximately $40 thousand. The stated interest
rate on our debt, exclusive of financing charges, is 12%. Hypothetically, if the
interest rate on this debt were subject to fluctuations with the market and the
market interest rate was 13%, Global Meds pre-tax income would decrease
approximately $40 thousand. Conversely, if Global Meds debt were subject
to market fluctuations and the market interest rate was 11%, the Companys
pre-tax income would increase approximately $40 thousand. In addition, each
subsequent increase or decrease in the interest rate of 1% would change pre-tax
income by an additional $40 thousand.

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

The
Financial Statements that constitute Item 8 are attached at the end of this
Annual Report on Form 10-K.

# INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS

Page

|                                                                                           | 
|------------------------------------------------------------------------------------------ | 
|Independent Auditors Report  Ehrhardt Keefe Steiner & Hottman PC                         | 
|Independent Auditors Report  Deloitte & Touche LLP                                       | 
|Consolidated Balance Sheets as of December 31, 2002 and 2001                               | 
|Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000 | 
|Consolidated Statements of Stockholders Deficit for the years ended                       | 
|December 31, 2002, 2001 and 2000                                                           | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000 | 
|Notes to Consolidated Financial Statements                                                 | 

22

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

None.

# PART
III

ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;  COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT

Identification
Of Directors and Executive Officers

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

|Name                  | Age | Position | OfficerorDirector Since
|--------------------- | --- | -------- | -----------------------
|Michael I. Ruxin, M.D |     | 57       |                        
|                      |     |          |                        
|                      |     |          |                        
|Fai H. Chan           |     | 58       |                        
|Robert H. Trapp       |     | 47       |                        
|Kwok Jen Fong         |     | 53       |                        
|Gary L. Cook          |     | 45       |                        
|                      |     |          |                        
|                      |     |          |                        
|Gordon E. Segal, M.D  |     | 51       |                        
|Gerald F. Willman, Jr |     | 45       |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|                      |     |          |                        
|Tony T.W. Chan        |     | 28       |                        
|Thomas F. Marcinek    |     | 49       |                        
|                      |     |          |                        
|Soo Theng Lua         |     | 55       |                        
|David T. Chen         |     | 67       |                        

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.

23

---

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

Fai
H. Chan, has been a Director of the Company since May 1998. From
1997-2002, he was a director and from 1998-2002 he was Chairman of the Board of
Directors and President of eVision. Mr. Chan is the 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
investment holdings, securities investment, financing, issuance of credit
cards and discount cards. Mr. Chan has been the Chairman of the Board of
Directors of American Pacific Bank since 1988 and Executive Officer thereof
between April 1991 and April 1993.

Robert
H. Trapp has been a Director of 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 Fonghas 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.

Gary
L. Cookhas been a Director of the Company since 1998 and the Acting
Principal Financial Officer and Treasurer since October 2000.From 1996
to June of 2002, he was Secretary, Treasurer and Chief Financial Officer of
eVision and Treasurer of eBanker. From 1994 to 1996, Mr. Cook was self-employed
as the principal of a small 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 responsible for all auditing services for several clients in
various financial and other industries. Mr. Cook also directed the training,
management and evaluation of staff, developed and implemented accounting,
financial reporting and Securities and Exchange Commission reporting systems for
major growth companies. Mr. Cook received a B.A. in Accounting from Brigham
Young University in 1982 and is a member of the American Institute of Certified
Public Accountants. Mr. Cook has been a Director of Cognigen Networks, Inc.
since October 2002.

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.

24

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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, and its Chairman since 2002. From 1998 to April 1999, Mr. Chan
worked as an Investment Banker for Commerzbank, Global Equities, Hong Kong,
involved in the establishment of a new regional business center in Hong Kong.
From 1996 to 1998, Mr. Chan worked for Peregrine Derivatives specializing in
Asian equity financial products. Mr. Chan received a Bachelor of Commerce degree
in Finance with honors from the University of British Columbia. Mr. Chan is also
a director of American Pacific Bank, President and Director of
eBanker and a Director of Heng Fung.

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 from the then
University of Singapore in 1973 (now known as National University of Singapore).

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

Family
Relationships

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

Resignations

Jeff
Buschresigned as a director of the Company and PeopleMed
effective December 12, 2002.

25

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Involvement
In Certain Legal Proceedings

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

Audit
Committee

The
Audit Committee, whose chairman is Michael I. Ruxin and whose other current
members are Robert H. Trapp and Kwok Jen Fong, met once in 2002. The Audit
Committee also reviewed and approved in writing the filing of each Form 10-Q during 2002.
There is no
financial expert on the audit committee at the present time.

Compliance
With Section 16(a) Of The Exchange Act

Based
on information provided to the Company, it is believed that all of the
Companys directors, executive officers and persons who own more than 10%
of the Companys common stock were in compliance with Section 16(a) of the
Exchange Act of 1934 during the last fiscal year. During the year ended December
31, 2002, all of the Companys directors, executive officers and
Companys common stock were in compliance with section 16(a) of the
Exchange Act of 1934, except as follows: in July 2002, eBanker transferred its
interest in Global Med to Global Med International Limited (GMIL).
GMIL and eBanker both failed to timely file applicable Forms 3 and 4 reporting
this transaction. eBanker and GMIL filed their respective Forms 3 and 4 in
September 2002. Related October and November 2002 transactions were reported
late in February 2003. The following made untimely filings of applicable Forms 3
and 4 related to this November 2002 transaction: GMIL, GMCAL, Global Med
International Holdings Limited (GMIHL), eBanker, Online Credit, Heng
Fung, and Fai Chan. These filings were made in February 2003. With regard to the
November 2002 transaction, Techcap Holdings Limited and New Access Company
Limited failed to time file a Form 3. Gary Cook, Director and Acting Principal
Financial and Accounting Officer, failed to timely file one Form 4 with respect
to one transaction. The transaction was disclosed on a timely filed Form 5.
No Forms 5 were filed for Gordon E. Segal, a director, and Jeffrey M. Busch,
a former director of the Company; however, based on the Companys records,
it appears that neither had reportable transactions in 2002.

Code
of Ethics

The
Company does not have a formalized code of ethics at the present time but is in
the process of preparing one.

26

---

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, 2002:

|                      | Annual Compensation | Long-Term Compensation |  |          |  |   
|--------------------- | ------------------- | ---------------------- |  | -------- |  | --
|
|Michael I. Ruxin,     |                     | 2002                   |  | $272,921 |  | --
|Chairman and CEO      |                     | 2001                   |  | 250,516  |  | --
|                      |                     | 2000                   |  | 194,750  |  | --
|Thomas F. Marcinek,   |                     | 2002                   |  | 185,884  |  | --
|President and COO     |                     | 2001                   |  | 163,539  |  | --
|                      |                     | 2000                   |  | 129,904  |  | --
|Gerald F. Willman, Jr |                     | 2002                   |  | 105,000  |  | --
|Director and          |                     | 2001                   |  | 105,000  |  | --
|Wyndgate Vice         |                     | 2000                   |  | 105,142  |  | --
|President             |                    
|International         |                    
|Business              |                    
|Development           |                    
|Alan K. Geddes        |                     | 2000                   |  | 98,752   |  | --
|Vice President -      |                    
|Finance, Chief        |                    
|Financial Officer     |                    
|and Treasurer         |                    
|(through July 17,     |                    
|2000)                 |                    

|(1) |  | Dr.
Ruxin received $5,912 per annum in life insurance premiums and an annual car allowance of
$10,076.
|--- |  | ------------------------------------------------------------------------------------------------------

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

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

|(4) |  | Mr.
Marcinek received a $450 per month car allowance during 2002.
|--- |  | -----------------------------------------------------------------

|(5) |  | Mr.
Marcinek received a $450 per month car allowance during 2001.
|--- |  | -----------------------------------------------------------------

|(6) |  | Mr.
Marcinek received a $450 per month car allowance during 2000.
|--- |  | -----------------------------------------------------------------

|(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.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

27

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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, 2002, options to purchase 2.858 million
shares of the Companys common stock at a weighted average exercise price
of $0.58 per share were outstanding under the 2001 Plan, of which 193 thousand
options to purchase shares were exercisable at December 31, 2002. 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 2002, the Company issued 2.828 million stock options.

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. As of May 31, 2000,
options could no longer be issued under this Plan. As of December 31, 2002,
options to purchase 1.228 million shares of the Companys common stock at a
weighted average exercise price of $1.16 per share were outstanding under the
Plan, of which 1.135 million options to purchase shares were exercisable at
December 31, 2002.

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, 2002, there were options to purchase 4.826 million
shares of common stock at a weighted average exercise price of $0.75 per share
through 2002 were outstanding, of which 2.086 million were exercisable at
December 31, 2002.

Option
Grants Table

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

28

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Aggregated
Option Exercises In 2002 And Year-End Option Values/Table

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

No
options were exercised during 2002 by the Companys executive officers.

|(1) | Based
on the closing bid price of the Companys Stock of $0.53 per share on December 31,
2002.
|--- | ----------------------------------------------------------------------------------------------

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, 2002.

Compensation
Of Directors

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

Other
Arrangements. During 2000, the Company also authorized the issuance of 35
thousand common shares to a director in his capacity as acting Principal
Financial and Accounting Officer and Treasurer. Of the 35 thousand authorized
shares, 14 thousand had been issued as of December 31, 2002. These shares will
be issued at a rate of 7 thousand a year as they are earned. These shares were
valued at $37 thousand, and $7 thousand in compensation expense was recognized
during 2002 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, 2002 for services as a director.

29

---

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

On
November 1, 2002, the Company entered into an Employment Agreement with Dr.
Ruxin for a period of five years commencing August 1, 2003 and ending August 1,
2008. Under the Employment Agreement, Dr. Ruxin will receive a salary of
$275,000 per year and certain other fringe benefits. Dr. Ruxins salary
shall be reviewed on an annual basis and if his performance is deemed
satisfactory, he shall receive a minimum 7.5% cost of living increase, plus any
other increase which may be determined from time to time at the discretion of
the Companys Board of Directors. In addition, Dr. Ruxin shall be eligible
for a performance increase. Pursuant to Dr. Ruxins Employment Agreement,
the Company authorized the issuance to Dr. Ruxin of 500,000 total incentive
stock options and nonqualified stock options to purchase an aggregate of 500,000
shares of the Companys common stock. The options shall become exercisable
at the rate of 20% each year upon Dr. Ruxins completion of each year of
employment with the Company beginning May 29, 2002. The stock option exercise
price shall be $0.58, which is the closing price on the execution of Dr.
Ruxins Employment Agreement. Following the termination of this Agreement
by the Employer for any reason other than Cause, Death, or the temporary or
permanent disability of Employee, the Employee shall be entitled to compensation
and benefits for twenty-four (24) months following the date of termination or
the remainder of the contract, whichever is less.

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

30

---

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

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

On
November 4, 2002, the Company entered into an Employment Agreement with Thomas
F. Marcinek for a period of five years commencing November 2, 2003 and ending
November 2, 2008. Under the Employment Agreement, Mr. Marcinek will receive a
salary of $175,000 per year and certain other fringe benefits. Mr.
Marcineks salary shall be reviewed on an annual basis and if his
performance is deemed satisfactory, he may receive a minimum 7.5% cost of living
increase, plus any other increase which may be determined from time to time at
the discretion of the Companys Board of Directors. In addition, Mr.
Marcinek shall be eligible for a performance increase. Following the termination
of this Agreement by the Employer for any reason other than Cause, Death, or the
temporary or permanent disability of Employee, the Employee shall be entitled to
compensation and benefits for twenty-four (24) months following the date of
termination or the remainder of the contract, whichever is less.

Pursuant
to Mr. Marcineks Employment Agreement, the Company authorized the issuance
to Mr. Marcinek of 500,000 total incentive stock options and nonqualified stock
options to purchase an aggregate of 500,000 shares of the Companys common
stock. The options shall become exercisable at the rate of 20% each year upon
Mr. Marcineks completion of each year of employment with the Company
beginning May 29, 2002. The stock option exercise price shall be $0.58, which is
the closing price on the execution of Mr. Marcineks Employment Agreement.

On
October 31, 2002, the Company entered into an
Employment Agreement with Mr. Willman for a period commencing July 1, 2004 and
ending November 1, 2008. Under the agreement, Mr. Willman will receive a salary
of $105,000 per year and certain other fringe benefits. Mr. Willmans
salary shall be reviewed on an annual basis and if his performance is deemed
satisfactory, his salary may be increased at least in an amount equal to the
cost of living increase for the prior year, providing that at least one other
senior managements salary (CEO or COO) is increased by a similar cost of
living raise. In addition, Mr. Willman shall be eligible for a performance
increase.

31

---

Pursuant
to Mr. Willmans employment agreement, the Company
authorized the issuance to Mr. Willman of 150,000 incentive stock options to
purchase an aggregate of 150,000 shares of the Companys common stock. The
options shall become exercisable at the rate of 20% each year upon Mr.
Willmans completion of each year of employment with the Company beginning
May 29, 2002. The stock option price shall be $0.58, which was the
closing price on October 31, 2002, the execution of Mr.
Willmans employment agreement. Mr. Willman may
terminate his employment with the Company under the same circumstances as set
forth in Dr. Ruxins employment agreement.

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

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

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

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Heng
Fung currently beneficially holds 14.260 million shares (or approximately 40% of
the voting rights) of the Company. Heng Fung has appointed five of the ten
members of the Board of Directors of the Company. The directors appointed by
Heng Fung are Fai H. Chan, Kwok Jen Fong, Robert H. Trapp, Tony T. W. Chan, and
Gary L. Cook. Fai H Chan, Kwok Jen Fong and Tony T.W. Chan are also directors of
Heng Fung. In addition, Heng Fung and its subsidiaries currently beneficially
own warrants which may be exercised and/or converted into 12.186 million shares
of the Companys common stock. Heng Fung owns 98.6% of eCredit Singapore
Pte. Ltd., which, in turn, owns 100% of Online Credit. Online Credit is the
controlling shareholder of eVision. eVision owned 40% of the outstanding common
stock of eBanker until November 2001 when it was transferred to Online Credit.
Of the 12.186 million warrants beneficially owned by Heng Fung and subsidiaries
1 million warrants of the Companys common stock, exercisable at $0.25 per
share until April 14, 2008; 10.186 million warrants of the Companys common
stock exercisable at $0.50 per share until July 1, 2011, and 1 million are
exercisable at $0.25 per share until April 14, 2008. eVision owns 100% of the
outstanding common stock of AFFC.

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

32

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Security
Ownership of Beneficial Owners

The
following table sets forth, as of April 11, 2003, the ownership of
the Companys common stock, based upon 24.545 million shares of
common stock outstanding, by (i) each director and executive officer of the
Company, (ii) all directors and executive officers of the Company as a group,
and (iii) all persons known by the Company to beneficially own more than 5% of
the Companys common stock.

|                          | Amount and Nature of Beneficial Ownership(2) |                         |  |            |     |   
|------------------------- | -------------------------------------------- | ----------------------- |  | ---------- | --- | --
|
|Michael I. Ruxin, M.D     |                                              | Chairman of             |  | 400,000    |     | 1 
|12600 W. Colfax           |                                              | the Board and           | 
|Suite C-420               |                                              | Chief                   | 
|Lakewood, CO 80215        |                                              | Executive               | 
|                          |                                              | Officer and             | 
|                          |                                              | Director                | 
|Fai H. Chan (1)           |                                              | Director                |  | 14,260,195 | (4) | 58
|2601, Island Place Tower  |                                             
|510 King's Road           |                                             
|North Point, Hong Kong    |                                             
|Gerald F. Willman, Jr     |                                              | Director and            |  | 882,514    | (7) | 3 
|4925 Robert J. Mathews    |                                              | Vice                    | 
|Parkway, Suite 100        |                                              | President-International | 
|El Dorado Hills, CA 95762 |                                              | Business                | 
|                          |                                              | Development             | 
|                          |                                              | (Wyndgate               | 
|                          |                                              | Technologies)           | 
|Gordon E. Segal, M.D      |                                              | Director                |  | 561,111    |     | 2 
|340 W. 57th Apt.95        |                                             
|New York, NY 10019        |                                             
|Thomas F. Marcinek        |                                              | President and           |  | 20,500     |     | 0 
|4925 Robert J. Mathews    |                                              | Chief                   | 
|Parkway, Suite 100        |                                              | Operating               | 
|El Dorado Hills, CA 95762 |                                              | Officer                 | 
|Kwok Jen Fong             |                                              | Director                |  | -0-        |     | 0 
|7 Tamasek Blvd            |                                             
|#43-03 Suntec             |                                             
|Tower One                 |                                             
|Singapore 038987          |                                             
|Gary L. Cook              |                                              | Director,               |  | 21,000     |     | 0 
|12600 W. Colfax           |                                              | Acting                  | 
|Suite C-420               |                                              | Principal               | 
|Lakewood, CO 80215        |                                              | Financial and           | 
|                          |                                              | Accounting              | 
|                          |                                              | Officer and             | 
|                          |                                              | Treasurer               | 

33

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|                            | Amount and Nature of Beneficial Ownership(2) |           |  |            |      |   
|--------------------------- | -------------------------------------------- | --------- |  | ---------- | ---- | --
|
|Robert H. Trapp             |                                              | Director  |  | -0-        |      | 0 
|1888 Sherman Street         |                                             
|Suite 500                   |                                             
|Denver, CO 80203            |                                             
|Kim Geist                   |                                              | Secretary |  | -0-        |      | 0 
|12600 W. Colfax             |                                             
|Suite C-420                 |                                             
|Lakewood, CO 80215          |                                             
|Tony T.W. Chan              |                                              | Director  |  | -0-        |      | 0 
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             
|Soo Theng Lua               |                                              | Director  |  | -0-        |      | 0 
|6 Everton Park # 01-18      |                                             
|Singapore, 080006           |                                             
|David T. Chen               |                                              | Director  |  | -0-        |      | 0 
|315 SW 5th Avenue,          |                                             
|Suite 201                   |                                             
|Portland, OR 97204          |                                             
|All Directors and Executive |                                              |           |  | 16,145,320 |      | 65
|Officers as a group (12     |                                             
|persons)                    |                                             
|Heng Fung                   |                                              | None      |  | 14,260,195 | (16) | 58
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             
|Global Med China & Asia     |                                              | None      |  | 12,260,195 | (18) | 49
|Limited                     |                                             
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             
|Techcap Holdings Limited    |                                              | None      |  | 12,260,195 | (20) | 49
|Limited                     |                                             
|2601, Island Place Tower    |                                             
|510 King's Road             |                                             
|North Point, Hong Kong      |                                             

(1)Fai
H. Chan is an officer, director and along with his wife an
approximate 41% shareholder of Heng Fung and, therefore, is a beneficial
owner of the shares beneficially owned by Heng Fung and its
subsidiaries. Fong, Trapp, and Tony T. W. Chan are also officers, directors
and/or shareholders of Heng Fung and/or certain of its subsidiaries; however,
they disclaim beneficial ownership of the shares beneficially owned by Heng
Fung and its subsidiaries. Heng Fung owns 98.6% of the outstanding common
stock of eCredit Singapore Pte. Limited
(eCredit). eCredit owns 100% of the
outstanding common stock of Online Credit. Heng Fung and subsidiaries are
the controlling shareholders of eVision. eVision owns and 100%
of the outstanding common stock of AFFC, the underwriter of the Companys
initial public offering. Online Credit owns 3,050,000 shares of the
Companys common stock. eBanker, through a subsidiary, holds a
security interest in: (i) 11,210,195 shares of the Companys common
stock; (ii) warrants to purchase 1,000,000 shares of the Companys Common
Stock, exercisable at $0.25 per share until April 14, 2008; and (iii) warrants
to purchase 10,186,430 shares of the Companys common stock through July 1,
2011, eVision owns warrants to purchase 1,000,000 shares of the
Companys common stock, exercisable at $0.25 per share until April 14,
2008. As documented in notes 18 and 19 below, eBankers interest
in Global Med in its entirety was transferred to GMCAL in October
2002. Ownership in GMCAL was transferred to an unrelated party in
November 2002. As eBanker, through a subsidiary, maintains possession
of the ownership interest transferred to GMCAL as security to vendor
financing until such time as certain events occur, Heng Fungs
beneficial ownership in the shares and warrants of Global Med transferred to
GMCAL is disclosed and considered beneficially owned.

34

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

(3)
Includes 6,250 shares underlying warrants issued in connection with the purchase
of 10% Notes and 250,000 shares underlying options. Does not include 2,500,000
shares underlying options which are not exercisable within 60 days of the date
hereof.

(4)
Includes the following shares owned by subsidiaries of Heng Fung, of
which Mr. Chan is an officer, director and shareholder: (i) 3,050,000
shares owned by Online Credit; and (ii) 11,210,195 shares held
in a security interest by a subsidiary of eBanker.

(5)
Includes the following shares underlying derivative securities owned by
subsidiaries of Heng Fung, of which Mr. Chan is an officer, director
and, along with his wife, an approximate 41%
shareholder: (i) 11,186,430 shares underlying warrants in which eBanker,
through a subsidiary, maintains possession of the ownership interest transferred
to GMCAL as security to vendor financing until such time as certain events
occur; and (ii) 1,000,000 shares underlying warrants owned by
eVision. Also includes 250,000 shares underlying options issued to Mr. Chan for
services as a director of the Company.

(6)  Not used.

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

(8)
Includes 150,000 shares underlying options owned by Mr. Willman and 8,000 shares
underlying options owned by Lori J. Willman, the spouse of Mr. Willman. Does not
include 150,000 shares underlying options owned by Mr. Willman and 12,000 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.

(10) Includes
500,000 shares underlying  options.  Does not include  1,000,000  options which are not
exercisable  within  60 days of the date of February 28, 2003.

(11)  Includes
150,000 shares underlying options.

(12)
Includes 50,000 shares underlying options. Does not include 14,000 shares which
do not vest within 60 days of the date of February 28, 2003.

(13)  Includes
50,000 shares underlying options.

(14)
Includes 19,000 shares underlying options. Does not include 21,000 shares
underlying options which are not exercisable within 60 days of the date of
February 28, 2003.

(15)
Includes 30,000 shares underlying options. Does not include 20,000 shares
underlying options which are not exercisable within 60 days of the date of
February 28, 2003.

(16)
Includes the following  shares owned by  subsidiaries  of Heng Fung:  (i)  3,050,000
shares owned by Online  Credit; and (ii) 11,210,195 shares  in which a subsidiary of
eBanker holds a security interest.

(17)
Includes the following shares underlying derivative securities owned by
subsidiaries of Heng Fung: (i) 11,186,430 shares underlying warrants
in which a subsidiary of eBanker holds a security
interest; and (ii) 1,000,000 shares underlying warrants owned by eVision.

(18)
Global Med China & Asia Limited (GMCAL) owns 11,210,195 shares.
eBanker transferred 11,210,195 shares to GMCAL in October
2002. Ownership in GMCAL was transferred to an unrelated third party
in November 2002. eBanker, through a subsidiary, maintains possession
of the ownership interest transferred to GMCAL as security to vendor
financing until such time as certain events occur.

(19)
GMCAL owns 10,186,430 warrants. eBanker transferred 10,186,430 warrants to GMCAL
in October 2002. eBanker, through a subsidiary, maintains
possession of the ownership interest in the warrants
transferred to GMCAL as security to vendor financing until such
time as certain events occur.

(20) In
November 2002, ownership of GMCAL was transferred to an unrelated third party,
New Access Company Limited, wholly owned by Techcap Holdings Limited. As a
result, the beneficial ownership of Techcap Holdings Limited in Global Med is
equal to that of GMCAL.

35

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ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

During
2002, 2001 and 2000, eVision provided the Company with various accounting
services. The Company recognized $52 thousand, $123 thousand, and $117 thousand
in general and administrative expenses related to these services. During 2002,
2001, and 2000, the Company incurred $460 thousand, $453 thousand, and $604
thousand, respectively, in interest charges from eBanker. Global Med
International Holdings Limited (GMIHL) is a subsidiary of eBanker.
The Company incurred $12 thousand in interest charges from GMIHL during 2002 and
none during 2001 and 2000.

# PART
IV

ITEM 14.
CONTROLS AND PROCEDURES

The
Company, under the supervision of the Chief Executive Officer and Acting
Principal Financial and Accounting Officer, has conducted an evaluation of the
effectiveness of the design and operation of the Companys disclosure
controls and procedures within 90 days of the filing date of this Annual Report
on Form 10-K. Based upon the results of this evaluation, the Company believes
that it maintains proper procedures for gathering, analyzing and disclosing all
information in a timely fashion that is required to be disclosed in its Exchange
Act reports. There have been no significant changes in the Companys
controls subsequent to the evaluation date.

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

(a)
Exhibits.

See
"EXHIBIT INDEX" on page 41

(b) Current
Reports on Form 8-K:

A
current Report on Form 8-K dated and filed December 20, 2002 to report under
Item 5. The Current Report contained information related to the Companys
termination of a contract with a significant customer that was set to expire on
December 31, 2005. The Form 8-K contained the significant terms and conditions
of this contract termination.

A
Current Report on Form 8-K was filed October 24, 2002 announcing the American
Red Cross selection of Wyndgate Technologies SAFETRACE TX software
for a pilot project at Central Plains Blood Services Region in Witchita, Kansas.

36

---

SIGNATURES

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

| | GLOBAL
MED TECHNOLOGIES, INC.
A Colorado Corporation
| | ----------------------------------------------------

Date:  April 11,
2003

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

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

Date:  April 11,
2003

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

Date:  April 11,
2003

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

Date:  April 14,
2003

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

Date:  April 14,
2003

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

Date:  April 11,
2003

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

Date:  April 14,
2003

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

Date:  April 14,
2003

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

Date:  April 10,
2003

| | By:  /s/ Gordon E. Segal
      Gordon E. Segal, Director
| | --------------------------------------------------------

Date:  April 11,
2003

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

Date:  April 11,
2003

| | By:  /s/ Soo Theng Lua
      Soo Theng Lua
| | ------------------------------------------

Date:  April 11,
2003

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

37

---

Certification

I,  Michael  I.
Ruxin,  M.D.,  Chairman  and Chief  Executive  Officer of Global Med  Technologies,  Inc.
(the  "Company"), certify that:

1. I have
reviewed this Form 10-K of the Company;

2.
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;

3.
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The
registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The
registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal controls; and

6. The
registrants other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: April 14,
2003

| | /s/ Michael I.
Ruxin, M.D.
Name: Michael I. Ruxin, M.D.
Title: Chairman of the Board and           Chief Executive Officer
| | --------------------------------------------------------------------------------------------------------------------------

38

---

Certification

I, Gary L.
Cook, the Acting Principal  Financial  Officer of Global Med  Technologies,  Inc. (the
"Company"),  certify  that:

2.
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such tatements were
made, not misleading with respect to the period covered by this annual report;

3.
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The
registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The
registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal controls; and

6. The
registrants other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: April
14, 2003

| | /s/ Gary L. Cook
Name: Gary L. Cook
Title: Director, Acting Principal          Financial Officer,
and Treasurer
| | ---------------------------------------------------------------------------------------------------------------

39

---

# UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# EXHIBITS

# TO

# FORM
10-K

# GLOBAL
MED TECHNOLOGIES, INC.

# and
SUBSIDIARY

EXHIBIT
INDEX

40

---

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

41

---

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

42

---

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

43

---

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

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

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

44

---

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

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

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

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

|10.66 | Amendment to the Loan Restructuring and Restatement Agreement
|----- | -------------------------------------------------------------

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

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

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

|99.2 | Certification of Chairman and Chief Executive Officer
|---- | -----------------------------------------------------

|99.1 | Certification of Acting Principal Financial Officer and Treasurer
|---- | -----------------------------------------------------------------

_______________________

|(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.
|--- | -------------------------------------------------------------------------------------------------------

45

---

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

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

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

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

The Companys
Forms 10-Q for the quarterly periods ended March 31, June 30, and  September 30, 2001 and
2002 are also  incorporated by reference.

46

---

# Independent
Auditors Report

Board
of DirectorsGlobal Med Technologies, Inc. and subsidiary

We
have audited the accompanying consolidated balance sheets of Global Med
Technologies, Inc. and subsidiary as of December 31, 2002, and 2001, and the
related consolidated statements of operations, stockholders deficit and
cash flows for the years then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We
conducted our 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, 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, 2002 and 2001, and the results of their operations
and their cash flows for the years then ended
in conformity with accounting principles generally accepted in the United
States of America.

/s/
Ehrhardt Keefe Steiner & Hottman PC

March
10, 2003, except for
Note 11 as to which is dated April 7, 2003
Denver, Colorado

F-1

---

# Independent
Auditors Report

Board
of DirectorsGlobal Med Technologies, Inc. and Subsidiary

We
have audited the accompanying consolidated statements of operations,
stockholders deficit and cash flows of Global Med Technologies, Inc.
and Subsidiary (the Company) for the year 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 audit.

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, such consolidated financial statements present fairly, in all material
respects, the results of operations and cash flows of the Company for
the yearended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.

/s/
Deloitte & Touche LLP

Denver,
ColoradoApril 12, 2001

F-2

---

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

|                                                                       | December 31, |        
|---------------------------------------------------------------------- | ------------ | -------
|
|ASSETS                                                                 |              |        
|CURRENT ASSETS:                                                        |             
|Cash and cash equivalents                                              |              | $ 1,007
|Accounts receivable-trade, net of allowance for uncollectible accounts |             
|of  $84 and $181, respectively                                         |              | 648    
|Accrued revenues, net of allowance for uncollectible accounts of       |             
|$76 and $76, respectively                                              |              | 185    
|Prepaid expenses and other assets                                      |              | 177    
|                                                                       |              |        
|Total current assets                                                   |              | 2,017  
|EQUIPMENT, FURNITURE AND FIXTURES, AT COST:                            |             
|Furniture and fixtures                                                 |              | 387    
|Machinery and equipment                                                |              | 302    
|Computer hardware and software                                         |              | 1,733  
|                                                                       |              |        
|                                                                       |              | 2,422  
|Less accumulated depreciation and amortization                         |              | (2,136 
|                                                                       |              |        
|Net equipment, furniture and fixtures                                  |              | 286    
|CAPITALIZED SOFTWARE DEVELOPMENT COSTS,                                |             
|net of accumulated amortization of $2,936 and $2,455,                  |             
|respectively                                                           |              | 377    
|NOTES RECEIVABLE, RELATED PARTY                                        |              | 370    
|OTHER ASSETS                                                           |              | --     
|                                                                       |              |        
|Total assets                                                           |              | $ 3,050
|                                                                       |              |        
|                                                                       |              |        

See
accompanying notes to the consolidated financial statements.

F-3

---

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

|                                                                | December 31, |           
|--------------------------------------------------------------- | ------------ | ----------
|
|LIABILITIES AND STOCKHOLDERS' DEFICIT                           |              |           
|CURRENT LIABILITIES:                                            |             
|Accounts payable                                                |              | $      177
|Accrued expenses                                                |              | 673       
|Accrued payroll                                                 |              | 162       
|Accrued compensated absences                                    |              | 467       
|Noncompete accrual                                              |              | 35        
|Deferred revenue                                                |              | 1,142     
|Current portion of capital lease obligations                    |              | --        
|FINANCING AGREEMENTS, RELATED PARTY                             |              | 188       
|                                                                |              |           
|Total current liabilities                                       |              | 2,844     
|DEFERRED REVENUE, less current portion                          |              | 759       
|CAPITAL LEASE OBLIGATIONS, less current portion                 |              | --        
|FINANCING AGREEMENTS, RELATED PARTY                             |              | 3,829     
|                                                                |              |           
|Total liabilities                                               |              | 7,432     
|                                                                |              |           
|COMMITMENTS AND CONTINGENCIES (Notes 2, 5 and 9)                |             
|STOCKHOLDERS' DEFICIT:                                          |             
|Preferred stock, $.01 par value: Authorized shares - 10,000;    |              | --        
|none issued or outstanding                                      |             
|Common stock, $.01 par value: Authorized shares -               |             
|90,000;                                                         |             
|issued and outstanding shares-24,538 and 24,256 at December 31, |              | 245       
|2002 and 2001, respectively                                     |             
|Additional paid-in capital                                      |              | 34,599    
|Warrants and  interest, parent company                          |              | (348      
|Stock options issued for prepaid services                       |              | (34       
|Accumulated deficit                                             |              | (38,844   
|                                                                |              |           
|Total stockholders' deficit                                     |              | (4,382    
|                                                                |              |           
|Total liabilities and stockholders' deficit                     |              | $   3,050 
|                                                                |              |           
|                                                                |              |           

See
accompanying notes to the consolidated financial statements.

F-4

---

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

|                                         | Year Ended December 31 |           |  
|---------------------------------------- | ---------------------- | --------- | -
|
|REVENUES:                                |                        |           |  
|License fees, maintenance and usage fees |                        | $   4,717 |  
|Implementation and consulting services   |                        | 1,910     |  
|                                         |                        |           |  
|                                         |                        | 6,627     |  
|                                         |                        |           |  
|COST OF REVENUES:                        |                       
|License fee, maintenance and usage fees  |                        | 1,200     |  
|Implementation and consulting services   |                        | 1,421     |  
|                                         |                        |           |  
|                                         |                        | 2,621     |  
|                                         |                        |           |  
|Gross profit                             |                        | 4,006     |  
|OPERATING EXPENSES:                      |                       
|General and administrative               |                        | 1,945     |  
|Sales and marketing                      |                        | 1,426     |  
|Research and development                 |                        | 465       |  
|Depreciation and amortization            |                        | 154       |  
|                                         |                        |           |  
|Income (loss) from operations            |                        | 16        |  
|OTHER INCOME (EXPENSES):                 |                       
|Interest income                          |                        | 15        |  
|Interest expense                         |                        | (9        | )
|Interest expense to related party        |                        | (472      | )
|Financing costs to related party         |                        | (255      | )
|                                         |                        |           |  
|Loss before taxes                        |                        | (705      | )
|                                         |                        |           |  
|Income tax expense                       |                        | --        |  
|                                         |                        |           |  
|Net loss                                 |                        | $    (705 | )
|                                         |                        |           |  
|                                         |                        |           |  
|Basic and diluted loss per common share  |                        | $  (0.03  | )
|                                         |                        |           |  
|                                         |                        |           |  
|Weighted average number of common shares |                       
|outstanding                              |                        | 24,487    |  
|                                         |                        |           |  
|                                         |                        |           |  

See
accompanying notes to the consolidated financial statements.

F-5

---

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

|                                                | Common StockShares  Amount | Additionalpaid-inCapital | Warrants &Interest,parentCompany | Stock OptionsIssued forPrepaidServices | AccumulatedDeficit | Total  | 
|----------------------------------------------- | -------------------------- | ------------------------ | -------------------------------- | -------------------------------------- | ------------------ | ------ | 
|Balances, January 1, 2000                       |                            | 11,638                   |                                  | $ 116                                  |                    | 27,158 | 
|Exercise of warrants in relation to             |                           
|financing agreements                            |                            | 8,000                    |                                  | 80                                     |                    | 1,920  | 
|Issuance of common stock in                     |                           
|consideration of debt financings                |                            | 857                      |                                  | 8                                      |                    | 919    | 
|Exercise of stock options                       |                            | 44                       |                                  | 1                                      |                    | 40     | 
|Issuance of common stock at a                   |                           
|discount                                        |                            | --                       |                                  | --                                     |                    | 1,129  | 
|Issuance of common stock for cash               |                            | 1,370                    |                                  | 14                                     |                    | 671    | 
|Issuance of common stock for services           |                            | 320                      |                                  | 3                                      |                    | 444    | 
|Fair value of options issued  to                |                           
|consultants                                     |                            | --                       |                                  | --                                     |                    | 37     | 
|Contributed capital                             |                            | --                       |                                  | --                                     |                    | 164    | 
|Net loss                                        |                            | --                       |                                  | --                                     |                    | --     | 
|                                                |                            |                          |                                  |                                        |                    |        | 
|Balances, December 31, 2000                     |                            | 22,229                   |                                  | $222                                   |                    | 32,482 | 
|Issuance of common stock for payment            |                           
|of interest, related party (see note 2)         |                            | 1,747                    |                                  | 17                                     |                    | 1,171  | 
|Prepaid interest to parent company              |                           
|(see note 2), net of amortization of $507       |                            | --                       |                                  | --                                     |                    | --     | 
|Issuance of warrants to related                 |                           
|party (see note 2)                              |                            | --                       |                                  | --                                     |                    | 510    | 
|Issuance of warrants for refinancing            |                           
|costs (see note 2), net of amortization of $128 |                            | --                       |                                  | --                                     |                    | --     | 
|Issuance of options to consultants              |                            | --                       |                                  | --                                     |                    | 15     | 
|Issuance of common shares for                   |                           
|services                                        |                            | 13                       |                                  | 1                                      |                    | 10     | 
|Issuance of common shares for                   |                           
|services, related party                         |                            | 267                      |                                  | 3                                      |                    | 169    | 
|Net loss                                        |                            | --                       |                                  | --                                     |                    | --     | 
|                                                |                            |                          |                                  |                                        |                    |        | 
|Balances, December 31, 2001                     |                            | 24,256                   |                                  | $243                                   |                    | 34,357 | 

See
accompanying notes to the consolidated financial statements.

F-6

---

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

|                                    | Common StockShares  Amount | Additionalpaid-inCapital | Warrants andInterest,ParentCompany | Stock OptionsIssued forPrepaidServices | AccumulatedDeficit | Total   | 
|----------------------------------- | -------------------------- | ------------------------ | ---------------------------------- | -------------------------------------- | ------------------ | ------- | 
|Balances, December 31, 2001         |                            | 24,256                   |                                    | $243                                   |                    | $34,357 | 
|Prepaid interest to parent          |                           
|company (see note 2)                |                            | --                       |                                    | --                                     |                    | --      | 
|Amortization of warrants issued for |                           
|refinancing costs (see note 2)      |                            | --                       |                                    | --                                     |                    | --      | 
|Stock options issued for            |                           
|prepaid services                    |                            | --                       |                                    | --                                     |                    | 48      | 
|Issuance of common shares for       |                           
|cash net of                         |                            | 222                      |                                    | 2                                      |                    | 95      | 
|offering costs (see note 6)         |                           
|Issuance of options to              |                            | --                       |                                    | --                                     |                    | 13      | 
|consultants                         |                           
|Issuance of common shares for       |                           
|services                            |                            | 3                        |                                    | --                                     |                    | 2       | 
|Issuance of common shares for       |                           
|intellectual                        |                           
|property                            |                            | 50                       |                                    | --                                     |                    | 52      | 
|Issuance of PeopleMed common        |                           
|stock for                           |                           
|intellectual property               |                            | --                       |                                    | --                                     |                    | 25      | 
|Issuance of common shares for       |                           
|services,  related                  |                           
|party (see note 6)                  |                            | 7                        |                                    | --                                     |                    | 7       | 
|Net loss                            |                            | --                       |                                    | --                                     |                    | --      | 
|                                    |                            |                          |                                    |                                        |                    |         | 
|Balances, December 31, 2002         |                            | 24,538                   |                                    | $245                                   |                    | $34,599 | 
|                                    |                            |                          |                                    |                                        |                    |         | 
|                                    |                            |                          |                                    |                                        |                    |         | 

See
accompanying notes to the consolidated financial statements.

F-7

---

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

|                                                                | Year Ended December 31, |       |  
|--------------------------------------------------------------- | ----------------------- | ----- | -
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |                         |       |  
|Net loss                                                        |                         | $(705 | )
|Adjustments to reconcile net loss to net cash provided by (used |                        
|in) operating activities:                                       |                        
|Depreciation and amortization                                   |                         | 154   |  
|Amortization of software development costs                      |                         | 481   |  
|Amortization of financing costs, related party                  |                         | 255   |  
|Issuance of common stock for payment of interest, related party |                         | 460   |  
|Amortization of discount on note payable, related party         |                         | 12    |  
|Issuance of common stock, options and warrants                  |                        
|for services and other                                          |                         | 36    |  
|Bad debt expense                                                |                         | 24    |  
|Changes in operating assets and liabilities:                    |                        
|Accounts receivable-trade                                       |                         | 106   |  
|Accrued revenues                                                |                         | 241   |  
|Prepaid expenses and other assets                               |                         | (24   | )
|Accounts payable                                                |                         | (85   | )
|Accrued expenses                                                |                         | (156  | )
|Accrued payroll                                                 |                         | (53   | )
|Accrued compensated absences                                    |                         | 38    |  
|Deferred revenue                                                |                         | (237  | )
|                                                                |                         |       |  
|Net cash provided by (used in) operating activities             |                         | 547   |  
|                                                                |                         |       |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |                        
|Purchases of equipment and fixtures                             |                         | (195  | )
|Notes receivable, related party                                 |                         | (290  | )
|Funded software development                                     |                         | 149   |  
|Increase in capitalized software development costs              |                         | (122  | )
|                                                                |                         |       |  
|Net cash used in investing activities                           |                         | (458  | )
|                                                                |                         |       |  

See
accompanying notes to the consolidated financial statements.

F-8

---

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

|                                                      | Year Ended December 31, |           |  
|----------------------------------------------------- | ----------------------- | --------- | -
|
|CASH FLOWS FROM FINANCING ACTIVITIES:                 |                         |           |  
|Borrowings on short-term debt                         |                         | $      -- |  
|Proceeds from note payable, related party             |                         | 200       |  
|Principal payments under capital lease obligations    |                         | (56       | )
|Exercise of common stock options                      |                         | --        |  
|Minority investment in subsidiary                     |                         | --        |  
|Issuance of common stock, net of offering costs       |                         | 97        |  
|                                                      |                         |           |  
|Net cash provided by (used in) financing activities   |                         | 241       |  
|                                                      |                         |           |  
|NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS |                         | 330       |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR        |                         | 677       |  
|                                                      |                         |           |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR              |                         | $ 1,007   |  
|                                                      |                         |           |  
|                                                      |                         |           |  

SUPPLEMENTAL
DISCLOSURES OF NONCASH TRANSACTIONS:

Cash
paid for interest in 2002, 2001 and 2000 was $9 thousand, $25 thousand and $314
thousand, respectively. Of the $9 thousand and $25 thousand paid in interest in
2002 and 2001, none was paid to eBanker. Of the $314 thousand in cash paid for
interest in 2000, $273 thousand was paid to eBanker.

During
2002, the Company entered into the following non-cash transactions:

|o |  | Global
Med issued common shares to a related party for services valued at $7  thousand.
|- |  | ---------------------------------------------------------------------------------------

|o |  | Global Med issued 50 thousand shares of common stock and PeopleMed issued 25
thousand shares of common stock as consideration for intellectual property used
in the development of software. These shares were valued at $77 thousand.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Global Med issued 25 thousand Global Med options and 25 thousand PeopleMed
options as consideration for current and future services to be provided to the
Company. These options were valued at $48 thousand.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See
accompanying notes to the consolidated financials statements.

F-9

---

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

NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF
BUSINESS

On May
23, 1995, The Wyndgate Group, Limited (Wyndgate) merged with
National MRO, Inc. (National MRO) and National MRO changed its name
to Global Data Technologies, Inc., which subsequently changed its name to Global
Med Technologies, Inc. Global Med Technologies, Inc. provides information
management software products and services to the health care industry. Wyndgate
operates as a division of Global Med Technologies, Inc. and designs, develops,
markets and supports information management software products for blood banks,
hospitals, centralized transfusion centers and other healthcare related
facilities.

During
1999, Global Med Technologies, Inc. formed a subsidiary, PeopleMed.com, Inc.
(PeopleMed), a Colorado corporation, which is approximately 83%
owned by the Company to develop a software application designed to give HMO
providers and other third party payers access to clinical information for
chronic disease patients. This application allows doctors and other medical
employees access to a patients history. Approximately 14% of PeopleMed is
owned by certain officers and directors of Global Med Technologies, Inc. The
remaining 3% of PeopleMed common shares are owned by unaffiliated shareholders.
Global Med Technologies, Inc. and PeopleMed are referred to collectively as the
Companyor Global Med. The Company operates in two
separate business segments (see note 10).

RELATED PARTIES

Global
Med is financed primarily through lending arrangements with Global Med China
& Asia Limited (GMCAL). These lending arrangements were originated by
eBanker USA.com, Inc. (eBanker) and transferred, along with
eBankers ownership in Global Med, to GMCAL in October 2002.
Ownership in GMCAL was transferred to an unrelated third
party in November 2002. eBanker, through a subsidiary, maintains
various controls, as well as a security interest, in the lending arrangements ,
until such time as certain events occur. 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). Currently, Online Credit and
GMCAL are shareholders of Global Med. Until November, 2001 and November
2002, eVision and eBanker through a subsidiary, respectively, were also shareholders
of Global Med. Additionally, eVision and GMCAL each hold warrants to
acquire 1 million and 11.186 million shares, respectively, of Global Meds
common stock with exercise prices that range from $0.25-$0.50 per share. As
discussed further below and in the accompanying financial statements, in
November 2000, eBanker and Global Med entered into a series of equity
transactions that resulted in Global Med becoming a consolidated subsidiary of
eBanker and eVision effective November 2000.

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

During
2002, 2001 and 2000, eVision provided the Company with various accounting
services. The Company recognized $52 thousand, $123 thousand, and
$117 thousand in general and administrative expenses related to these services.
During 2002, 2001, and 2000, the Company incurred $460 thousand, $453
thousand, and $604 thousand, respectively, in interest charges from eBanker.
Global Med International Holdings Limited (GMIHL) is a subsidiary of
eBanker. The Company incurred $12 thousand in interest charges from GMIHL during
2002 and none during 2001 and 2000. As discussed further in note 2, Global Med
has an outstanding note payable as of December 31, 2002 of $200 thousand to
GMIHL.The Company capitalized $27 thousand in interest charges from eBanker to
software development costs during 2000 and none in 2002 and 2001. During 2002,
2001, and 2000, all of the Companys financing costs were derived from
arrangements with eBanker, eVision, or GMIHL.

F-10

---

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

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

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

BASIS OF
PRESENTATION

During
2002, the Company incurred net losses of $705 thousand and provided $547
thousand of cash from operations. For the years ended December 31, 2001 and
2000, the Company used $100 thousand and $570 thousand, respectively, in
operating activities. On July 1, 2001, the note payable with eBanker was
automatically extended to July 1, 2003. On April 7,_2003, GMCAL and Global
Med entered into an agreement to extend the repayment date of the $3.829 million
loan from July 1, 2003 to January 1, 2004. As part of the extension agreement,
Global Med agreed to pay GMCAL a fee of $287 thousand which includes the
extension fee and all interest due for the period from July 1, 2003 to January
1, 2004. As of the date of this agreement, the Global Med had paid GMCAL $200
thousand of the $287 thousand extension fee and the remaining $87 thousand for
the extension fee and interest is due January 1, 2004.

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 2003 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, 2002 and 2001 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, 2002 and 2001 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.

F-11

---

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

ALLOWANCE FOR
UNCOLLECTIBLE ACCOUNTS RECEIVABLES AND UNBILLED RECEIVABLES

The
Company regularly evaluates the collectibility of its trade accounts receivable
and unbilled receivables balances based on a combination of factors. The Company
establishes a general reserve for accounts receivable. In addition, when a
customers account becomes past due, the Company initiates dialogue with
the customer to determine the cause. If it is determined that the customer will
be unable to meet its financial obligation, such as in the case of a bankruptcy
filing, deterioration in the customers operating results or
financial position or other material events impacting their business, the
Company records a specific reserve for bad debt to reduce the related receivable
to the amount it expects to recover given all information presently available.
The Company also records reserves for bad debt for all other customers based on
certain other factors including the length of time the receivables
are past due and historical collection experience with individual customers. If
circumstances related to specific customers change, our estimates of the
recoverability of receivables could materially change. The Companys
allowance for uncollectible accounts receivable and unbilled receivables totaled
$160 thousand and $257 thousand, respectively, at December 31, 2002 and 2001 and
is included on the consolidated balance sheet as a reduction of accounts
receivable and unbilled receivables.

EQUIPMENT,
FURNITURE AND FIXTURES

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

LONG-LIVED
ASSETS

Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. An
impairment loss is recognized when estimated undiscounted future cash flows
expected to be generated by the asset are less than its carrying value.
Measurement of theimpairment loss is based on the fair value of the
asset, which is generally determined using valuation techniques such as
discounted present value of expected future cash flows. Management does not
believe current events or circumstances indicate that the Companys
long-lived assets are impaired at December 31, 2002 or 2001.

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,
2002, 2001 and 2000, the Company recorded approximately $481 thousand,
$597 thousand, and $663 thousand of amortization, respectively.
Amortization of capitalized software costs is included in cost of revenues in
the accompanying statements of operations.

For
the last six months of fiscal year 2002, the Company did not capitalize any
costs related to SAFETRACE TX®. The Company discontinued capitalizing costs
related to this product during this period, because the remaining period for
amortizing software development costs is less than one year, currently estimated
to end June 30, 2003. As a result, the Company plans on discontinuing
capitalization of additional software development costs for SAFETRACE TX®
until such time as the product life cycle is revised.

During
the year ended December 31, 2002, the Company received $149 thousand in funded
software development from a PeopleMed customer in conjunction with the
development of software for this customer.

F-12

---

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

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, 2002 and 2001, $35
thousand remains payable whenever sufficient cash flow, as defined, is available
as determined by the Companys Board of Directors.

INCOME
TAXES

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

FINANCIAL
INSTRUMENTS

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

REVENUE
RECOGNITION

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

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

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

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

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

F-13

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

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

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

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, 2002, the Company had one customer that accounted
for 15%, $1.022 million, of the Companies revenues. Of the $1.022 million in
revenues, $500 thousand was attributable to the customer terminating
a five-year contract with PeopleMed. During the years ended December 31, 2001
and 2000 there were no customers accounting for more than 10% of revenue.

On
December 19, 2002, Global Meds subsidiary, PeopleMed, signed a termination
agreement (the Termination Agreement) with a significant customer
(the  Significant Customer) to terminate the five (5) year Chronic
Disease Management Purchase Agreement between PeopleMed and the Significant
Customer that was set to expire on December 31, 2005. The Termination Agreement
is Effective December 1, 2002. As part of the Termination Agreement, the
Significant Customer will pay PeopleMed a termination fee of $800 thousand. Of
the $800 thousand termination fee, an amount not to exceed $350 thousand is
potentially refundable to the Significant Customer in the event that the
Significant Customer provides PeopleMed with a replacement customer(s) that will
meet certain prescribed criteria which includes use of the Chronic Disease
Management software. In the event that the Significant Customer does not provide
a suitable replacement customer, the potential refund of $350 thousand, as
prescribed in the Termination Agreement, will be reduced by $50 thousand per
month starting December 1, 2002 and terminating June 30, 2003. No further
refunds will be available to the Significant Customer in the event that a
suitable replacement customer is not found by July 1, 2003. For the year ended
December 31, 2002, Global Med recognized $500 thousand in revenues associated
with this Termination Agreement. Assuming no replacement customer is found, the
Significant Customer will pay PeopleMed the $800 thousand termination fee as
follows: $350 thousand to be paid at the signing of the Termination Agreement,
$250 thousand to be paid on January 1, 2003, and $200 thousand to be paid on
April 1, 2003.

LOSS PER COMMON
SHARE

Basic
loss per common share excludes dilution and is computed by dividing loss by the
weighted-average number of common shares outstanding during the periods
presented. Diluted net loss per common share reflects the potential dilution of
securities that could participate in the earnings unless their effort is
antidilutive. Stock options, warrants outstanding and their equivalents are
included in diluted computations through the treasury stock method
unless they are antidilutive. Convertible securities are included in diluted
computations through the if converted method unless they are
antidilutive. Common share equivalents are excluded from the computation, as
their effect would be antidilutive. For the years ended December 31, 2002, 2001
and 2000 approximately 4.2 million, 4.5 million and 14.5 million equivalent
dilutive securities (primarily convertible debt, common stock options, and
warrants), respectively, have been excluded from the weighted-average number of
common shares outstanding for the diluted net loss per share computations as
they are antidilutive.

F-14

---

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

STOCK BASED
COMPENSATION

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

Had
compensation cost for the Companys stock-based compensation plans been
determined consistent with SFAS No. 123, the Companys pro forma amounts
would have been as indicated:

|                                           | Year Ended December 31, |              |  
|------------------------------------------ | ----------------------- | ------------ | -
|
|Net loss as reported                       |                         | $   (705,000 | )
|Pro forma net loss under SFAS 123          |                         | (1,080,000   | )
|Pro forma net loss per share under SFAS123 |                         | (0.04)       |  
|Assumptions:                               |                        
|Dividend Yield                             |                         | --           |  
|Volatility factor                          |                         | 351%         |  
|Risk free interest rate                    |                         | 3.03%        |  
|Expected Life of Option (in years)         |                         | 6.9          |  

The
estimated fair value of the total options granted during the years ended
December 31, 2002, 2001 and 2000 was $1.612 million, $5 thousand, and $326
thousand, respectively. The estimated fair value compensation expense associated
with the options granted during 2002, 2001, and 2000, and their respective
portions vesting were $98 thousand, $12 thousand, and $37 thousand,
respectively, for the years ended December 31, 2002, 2001, and 2000.

The
weighted-average estimated fair value of employee stock options granted during
2002, 2001, and 2000 was $0.58, $0.54, and $1.39 per share, respectively. For
purposes of pro forma disclosures, the estimated fair value of options is
amortized to expense over the vesting period.

RECENTLY ISSUED
FINANCIAL ACCOUNTING STANDARDS

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.

F-15

---

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

In
October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-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
adoption of this statement did not have material effect on the financial
position or results of operations of the Company.

In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical
Corrections, (SFAS No. 145), which will be effective for the
Company beginning January 1, 2003. SFAS No. 145 rescinds SFAS Nos. 4, 44, 64 and
amends SFAS No. 13, Accounting for Leases, to eliminate an
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Global Med does not
expect the adoption of this Statement to have a material impact on its
consolidated financial position or results of operations.

In
June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This standard nullifies Emerging Issues
Task Force Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). This standard requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred rather than the date of an entitys
commitment to an exit plan. Global Med is required to implement SFAS No. 146 on
January 1, 2003. Global Med does not expect this standard to have a material
impact on its consolidated financial position or results of operations.

In
November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which expands previously issued
accounting guidance and disclosure requirements for certain guarantees. The
Interpretation requires an entity to recognize an initial liability for the fair
value of an obligation assumed by issuing a guarantee. The provision for initial
recognition and measurement of the liability will be applied on a prospective
basis to guarantees issued or modified after December 31, 2002. Global Med does
not expect this Interpretation to have a material impact on its consolidated
financial position or results of operations.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB
Statement No. 123, which provides optional transition guidance for those
companies electing to voluntarily adopt the accounting provisions of SFAS No.
123. In addition, the statement mandates certain interim disclosures that are
incremental to those required by SFAS No. 123. Global Med will continue to
account for stock-based compensation in accordance with APB No. 25. As such,
Global Med does not expect this standard to have a material impact on its
consolidated financial position or results of operations. Global Med has adopted
the disclosure-only provisions of SFAS No. 148 at December 31, 2002.

In
January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51, which
requires all VIEs to be consolidated by the primary beneficiary. The primary
beneficiary is the entity that holds the majority of the beneficial interests in
the VIE. In addition, the interpretation expands disclosure requirements for
both VIEs that are consolidated as well as VIEs from which the entity is the
holder of a significant amount of the beneficial interests, but not the
majority. The disclosure requirements of this interpretation are effective for
all financial statements issued after January 31, 2003. The consolidation
requirements of this interpretation are effective for all periods beginning
after June 15, 2003. Global Med does not expect this Interpretation to have a
material impact on its consolidated financial position or results of operations.

Reclassifications

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

F-16

---

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

NOTE
2. FINANCING AGREEMENTS, RELATED PARTY

Summary
of Financing Agreements

At
December 31, 2002, the Company had $4.017 million outstanding under financing
agreements with related parties.

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

At
December 31, 2002, 2001 and 2000 the accrued interest balances on the loans from
eBanker were $0, $0 and $54 thousand, respectively. The accrued interest balance
is included in accrued expenses in the balance sheet. At December 31, 2002, the
Company had $221 thousand in a contra-equity account associated with the
issuance of shares for prepaid interest outstanding under the terms of the
financial agreement.

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.

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

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

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

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

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

F-17

---

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

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

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

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

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

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 was negotiating, Global Med has 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 was 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
financing agreements initiated with eBanker are
secured by all of Global Meds assets including its shares in
PeopleMed and the assets of PeopleMed and Global Med, including intellectual
property. As part of the November 19, 2000 Loan Agreement, the Personal
Guarantee of Dr. Michael I. Ruxin, as dated August 12, 1998, and assigned to
eBanker, was reduced from $1.5 million to $650 thousand plus pro rata accrued
interest. The personal guarantee is limited to certain of Dr. Ruxins
assets. As part of the November 19, 2000 Financing Agreement, Global Med agreed
to register and maintain registration for all present and future shares
including underlying warrants, belonging to eBanker. Global Med may file a
registration statement for these shares during 2003.

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

F-18

---

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

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 been issued and 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 GMCAL
will have the right to appoint all new members. The warrants expire on July 1,
2011. Pursuant to the November 2000 financing agreement between the
Company and eBanker, the Company is obligated to maintain current registration
on the shares, underlying the warrants, for resale under the Securities Act of
1933 (1933 Act). 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, and $255 thousand in
financing costs related to the issuance of these warrants as of December 31,
2002.

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

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

F-19

---

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

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

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

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

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, 2002 and December 31, 2001, principal of $3.829
million, and $221 thousand in a contra-equity account associated with the
issuance of shares for prepaid interest were outstanding under the terms of this
financing agreement. At December 31, 2002, principal of $200 thousand and a
discount of $12 thousand were outstanding under financing agreement between
GMIHL and Global Med.

On
April 7,_2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
As part of the November 19, 2000 Loan Agreement, there exists a personal
guarantee of Dr. Michael I. Ruxin, up to $650 thousand plus pro rata accrued
interest. The personal guarantee is limited to certain of Dr. Ruxins
assets and remains in full force and effect. In consideration for the extension,
Global Med agreed to pay GMCAL a fee of $287 thousand which includes the
extension fee and all interest due for the period from July 1, 2003 to January
1, 2004. As of the date of this agreement, the Global Med has paid GMCAL $200
thousand of the $287 thousand extension fee and the remaining $87 thousand for
the extension fee and interest is due January 1, 2004.

NOTE
3. RISKS AND UNCERTAINTIES

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

NOTE
4. INCOME TAXES

The
Company has net operating loss carryforwards of approximately $21.5 million
which expire in the years 2008 to 2022. 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:

|                                                      | 2002 | 2001          | 2000
|----------------------------------------------------- | ---- | ------------- | ----
|Expected tax benefit                                  |      | $(240,000     | )   
|Effect of permanent differences                       |      | 103,000       |     
|Change in valuation allowance for deferred tax assets |      | 103,000       |     
|State tax benefit, net of federal provision (benefit) |      | (9,000        | )   
|Other                                                 |      | 43,000        |     
|                                                      |      |               |     
|Income tax expense                                    |      | $          -- |     
|                                                      |      |               |     
|                                                      |      |               |     

F-20

---

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

The
components of the deferred tax assets and liabilities as of December 31, 2002
and 2001 are as follows:

|                                               | 2002 | 2001            
|---------------------------------------------- | ---- | ----------------
|Deferred tax assets:                           |      |                 
|Net operating loss carryforward                |      | $ 8,696,000     
|Allowance for uncollectible accounts and notes |     
|Receivable                                     |      | 63,000          
|Unearned revenue and accrued expenses          |      | 1,202,000       
|                                               |      |                 
|Gross deferred tax assets                      |      | 9,961,000       
|Valuation allowance                            |      | (9,812,000      
|                                               |      |                 
|Net deferred tax assets                        |      | 149,000         
|Deferred tax liabilities:                      |     
|Capitalized software development costs         |      | 149,000         
|                                               |      |                 
|Gross deferred tax liabilities                 |      | 149,000         
|                                               |      |                 
|Deferred tax assets, net                       |      | $             --
|                                               |      |                 
|                                               |      |                 

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

NOTE
5. LEASES

The
Company leases equipment and office space. Rental expense under operating leases
was approximately $254 thousand, $206 thousand and $206 thousand for the years
ended December 31, 2002, 2001 and 2000, respectively.

The
following represents the future minimum lease payments for all non-cancelable
operating leases at December 31, 2002:

|      |  | OperatingLeases       
|----- |  | ----------------------
|      |  | 2003                  
|      |  | 2004                  
|      |  | 2005                  
|      |  | 2006                  
|      |  | 2007 and thereafter   
|      |  |                       
|Total |  | minimum lease payments
|      |  |                       
|      |  |                       

F-21

---

# 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 170 thousand shares of
common stock of Global Med have been issued under the stock compensation plan as
of December 31, 2002, and 830 thousand shares are available for grant under the
Stock Compensation Plan.

Stock
Compensation Plan

In
2000, the Company issued 30 thousand shares of common stock to a third party for
services under the stock compensation plan and authorized the issuance of 35
thousand shares to a Director of the Company in his role as active Acting
Principal Financial and Accounting Officer and Treasurer. Of the 35 thousand
authorized shares as of December 31, 2000, 14 thousand were issued as of
December 31, 2002. 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, and these shares were returned to the Stock Compensation Plan.
This resulted in the Company recognizing a reduction in the statement of
operations during 2001, of $28 thousand. During the years ended December 31,
2002 and 2001, the Company recognized $7 thousand, $15 thousand, respectively,
in the statement of operations associated with the 35 thousand shares authorized
in the year ended December 31, 2000 to be issued to a director in his role as
Acting Principal Financial and Accounting Officer and Treasurer . During the
years ended December 31, 2000, $28 thousand 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.

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

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

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

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.

F-22

---

# 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 was recorded as a prepaid expense and was being
amortized over the term of the agreement. The Company cancelled its agreement
with OTC in February 2001.As a result, the Company recognized the remaining
unamortized costs associated with the 250 thousand shares in the amount of $172
thousand in 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 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, 2002, options to purchase 2.858 million
shares of the Companys common stock at a weighted average exercise price
of $0.58 per share were outstanding under the 2001 Plan, of which 193 thousand
options to purchase shares were exercisable at December 31, 2002. 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 2002, the Company issued 2.828 million stock options.

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. As of May 31, 2000,
options could no longer be issued under this Plan. As of December 31, 2002,
options to purchase 1.228 million shares of the Companys common stock at a
weighted average exercise price of $1.16 per share were outstanding under the
Plan, of which 1.135 million options to purchase shares were exercisable at
December 31, 2002.

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, 2002, there were options to purchase 4.826 million
shares of common stock at a weighted average exercise price of $0.75 per share
through 2002 were outstanding, of which 2.086 million were exercisable at
December 31, 2002.

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, 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.

F-23

---

# 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:

|                               | 2002 | 2001      | 2000 |      |  |          
|------------------------------ | ---- | --------- | ---- | ---- |  | ---------
|
|Outstanding, beginning of year |      | 6,257,971 |      | 0.85 |  | 6,336,971
|Granted                        |      | 2,827,500 |      | 0.58 |  | 34,000   
|Forfeited/canceled             |      | (173,529  | )    | 1.31 |  | (113,000 
|Exercised                      |      | --        |      | --   |  | --       
|                               |      |           |      |      |  |          
|Total December 31, 2002        |      | 8,911,942 |      | 0.75 |  | 6,257,971
|                               |      |           |      |      |  |          

*
Price reflects the weighted average exercise price.

The
following table presents the composition of options outstanding and exercisable
as of December 31, 2002:

|                        | Options Outstanding |           | Exercisable Options |         |    
|----------------------- | ------------------- | --------- | ------------------- | ------- | ---
|
|$ 0.45 - 0.55           |                     | 50,000    |                     | $     0 | .47
|0.56 - 1.00             |                     | 8,050,498 |                     | 0       | .65
|1.03 - 1.50             |                     | 265,000   |                     | 1       | .16
|1.51 - 2.00             |                     | 322,194   |                     | 1       | .78
|2.45 - 3.00             |                     | 210,750   |                     | 2       | .51
|3.75 - 3.75             |                     | 13,500    |                     | 3       | .75
|                        |                     |           |                     |         |    
|Total December 31, 2002 |                     | 8,911,942 |                     | 0       | .75
|                        |                     |           |                     |         |    

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

Warrants

The
following summarizes the outstanding warrants to purchase shares of common stock
of Global Med for the years ended December 31, 2002, 2001 and 2000:

|                               | Number ofWarrants | WeightedAverageExercise Price
|------------------------------ | ----------------- | -----------------------------
|Balance at December 31, 1999x  |                   | 12,645,888                   
|Exercised                      |                   | (8,000,000                   
|                               |                   |                              
|Balance at December 31, 2000x  |                   | 4,645,888                    
|Issued                         |                   | 10,186,430                   
|                               |                   |                              
|Balance at December 31, 2001x  |                   | 14,832,318                   
|Issued                         |                   | 53,300                       
|Canceled                       |                   | (262,800                     
|                               |                   |                              
|Balance at December 31,  2002x |                   | 14,622,818                   
|                               |                   |                              
|                               |                   |                              

All of
the outstanding warrants are exercisable and expire in the years 2003 to 2011.

F-24

---

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

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.

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

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

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

The
1.457 million registered publicly traded Class A common stock warrants included
in the 14.623 million warrant total above expired on February 11, 2003.

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 $12 thousand, $46 thousand and $8
thousand for the years ended December 31, 2002, 2001 and 2000, 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, 2002, 2001 and 2000, the Company
recognized commissions expense of $26 thousand, $77 thousand and $125 thousand,
respectively, which are included in sales and marketing expenses in the
accompanying statement of operations.

10.
BUSINESS SEGMENT INFORMATION

The
Company classifies its products into two core business segments: the Wyndgate
Division (Wyndgate) and PeopleMed. Wyndgate develops, markets and
supports blood tracking systems to assist community blood centers, hospitals,
plasma centers and outpatient clinics in the U.S. in complying with the quality
and safety standards of the FDA for the collection, transfusion, and management
of blood and blood products. PeopleMed offers chronic disease management as an
Application Service Provider (ASP). PeopleMeds systems use the
Internet to coordinate sources and users of a patients clinical
information, including laboratory, pharmacy, primary and specialty care
providers, claims, and medical records. The following presents segment
information for the Company.

F-25

---

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

# Year
Ended December 31, 2002(In
thousands)

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

The
segment information for the year 2001 has not been presented, as
PeopleMeds financial results were not significant to the Company for this
period.

11.
SUBSEQUENT EVENT

On
April 7 2003, GMCAL and Global Med entered into an agreement to extend the
repayment date of the $3.829 million loan from July 1, 2003 to January 1, 2004.
As part of the November 19, 2000 Loan Agreement, there exists a personal
guarantee of Dr. Michael I. Ruxin, up to $650 thousand plus pro rata accrued
interest. The personal guarantee is limited to certain of Dr. Ruxins
assets and remains in full force and effect. In consideration for the extension,
Global Med agreed to pay GMCAL a fee of $287 thousand which includes the
extension fee and all interest due for the period from July 1, 2003 to January
1, 2004. As of the date of this agreement, the Global Med has paid GMCAL $200
thousand of the $287 thousand extension fee and the remaining $87 thousand for
the extension fee and interest is due January 1, 2004.