U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-Q SB
                                 Amendment No.1

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       OR

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

           FOR THE TRANSITION PERIOD FROM ____________ TO ___________

                          Commission File No. 33351414



                           Rubicon Medical Corporation
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)



Delaware                                                              87-0361403
-------------------------------                              -------------------
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)



2064 W. Alexander, Salt Lake City, Utah                                    84119
---------------------------------------                               ----------
(Address of principal executive offices)                              (Zip Code)

          Issuer's telephone number, including area code:(801) 886-9000
                                                         --------------



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act 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 the past 90 days.

                                     YES X          NO


The Issuer had  48,673,334  outstanding  shares of common  stock on October  30,
2001.

<PAGE>
                           Rubicon Medical Corporation

<TABLE>
<CAPTION>

                                      INDEX


   PART 1. FINANCIAL INFORMATION                                                               Page
                                                                                               ----
<S>                                                                                             <C>
   Condensed Consolidated Balance Sheet - September 30, 2001 (Unaudited)                         2

   Condensed Consolidated Statement of Operations - Three-
     and Nine Months Ended September 30, 2001 and 2000 (Unaudited)                               3

   Condensed Consolidated Statement of Cash Flows - Nine Months Ended
     September 30, 2001 and 2000 (Unaudited)                                                     4

   Notes to Condensed Consolidated Financial Statements (Unaudited)                              5

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

</TABLE>

PART II. OTHER INFORMATION


SIGNATURES
<PAGE>


                          Part I. Financial Information

                          Item I. Financial Statements
                           Rubicon Medical Corporation
                              Financial Statements
                                   (Unaudited)

                  FORWARD LOOKING INFORMATION AND RISK FACTORS

         Rubicon Medical  Corporation (the "Company") or its representatives may
make forward looking statements,  oral or written,  including statements in this
report's Management's Discussion and Analysis of Financial Condition and Results
of  Operation,  press  release  and filings  with the  Securities  and  Exchange
Commission,  regarding  estimated future net revenues from  operations,  planned
capital  expenditures  (including the amount and nature thereof),  the Company's
projected financial position, results of operations, business strategy and other
plans and objectives for future operations. These statements are forward-looking
statements,  within the meaning of Section 27A of the Securities Act of 1993 and
Section 21E of the Securities Exchange Act, which reflect  Management's  current
views with respect to future events and financial performance.

         Although the Company believes that the expectations  reflected in these
forward looking  statements are  reasonable,  there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected effects on its
business or results of operations. Such forward-looking statements involve known
and unknown  risks,  uncertainties  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements. Such factors include but are not limited to the
Company's   manufacturing  process,   reaching  the  milestones  of  the  Abbott
Agreement,  engineering  difficulties,   difficulties  in  connection  with  the
Company's business operations and other risks.

         These  forward-looking  statements are not subject to certain risks and
uncertainties  including,  but not limited to, future financial  performance and
future events,  competitive pricing for services,  costs of obtaining capital as
well as national,  regional and local economic conditions.  Actual results could
differ materially from those addressed in the forward-looking statements. Due to
such uncertainties and risks,  readers are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date whereof.

         All subsequent oral and written forward-looking statements attributable
to the Company or persons acting on its behalf are expressly  qualified in their
entirety by these  factors.  The Company  assumes no obligation to update any of
these statements.

<PAGE>

                                                     RUBICON MEDICAL CORPORATION

                                          Consolidated Balance Sheet (Unaudited)

                                                              September 30, 2001
--------------------------------------------------------------------------------

              Assets
              ------

Current assets:
     Cash and cash equivalents                                  $       231,000
     Accounts receivable, net                                           162,000
     Income tax receivable                                              163,000
     Inventories                                                        132,000
     Prepaid expenses                                                    23,000
     Deferred income taxes                                              342,000
                                                                ----------------

                  Current assets                                      1,053,000

Property and equipment, net                                             518,000
Intangible assets, net                                                1,708,000
                                                                ----------------

                  Total assets                                  $     3,279,000
                                                                ----------------

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

              Liabilities and Stockholders' Equity
              ------------------------------------

Current liabilities:
     Accounts payable                                           $        66,000
     Accrued liabilities                                                  2,000
     Deferred revenue                                                   334,000
     Related party note payable                                         250,000
     Current portion of long-term debt                                  126,000
                                                                ----------------

                  Total current liabilities                             778,000

Deferred income taxes                                                    49,000
Long-term debt                                                          186,000
Related party note payable                                            1,150,000
                                                                ----------------

                  Total liabilities                                   2,163,000
                                                                ----------------

Commitments and contingencies                                                 -

Convertible mandatory redeemable preferred stock                        817,000
                                                                ----------------

Stockholders' equity:
     Common stock, $.001 par value, 100,000,000 shares
       authorized; 48,673,334 shares issued and outstanding              49,000
     Additional paid-in-capital                                         733,000
     Accumulated deficit                                               (483,000)
                                                                ----------------

                  Total stockholders' equity                            299,000
                                                                ----------------

                  Total liabilities and stockholders' equity    $     3,279,000
                                                                ----------------

--------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                                                               2
<PAGE>
<TABLE>
<CAPTION>

                                                                               RUBICON MEDICAL CORPORATION

                                                          Consolidated Statement of Operations (Unaudited)

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


                                                  Three Months Ended              Nine Months Ended
                                                     September 30,                  September 30,
                                            --------------------------------------------------------------
                                                  2001           2000           2001            2000
                                            --------------------------------------------------------------
<S>                                         <C>               <C>            <C>            <C>
Net sales                                   $        601,000  $     121,000  $   1,954,000  $      672,000
Cost of sales                                        175,000         98,000        458,000         427,000
                                            --------------------------------------------------------------

         Gross profit                                426,000         23,000      1,496,000         245,000
                                            --------------------------------------------------------------

Operating expenses:
   Depreciation and amortization                     125,000         99,000        318,000         234,000
   General and administrative                        274,000        417,000        694,000         747,000
   Research and development                          154,000         52,000        412,000         128,000
                                            --------------------------------------------------------------

                                                     553,000        568,000      1,424,000       1,109,000
                                            --------------------------------------------------------------

         Income (loss) from operations              (127,000)      (545,000)        72,000        (864,000)
                                            --------------------------------------------------------------

Other income (expense):
   Interest income                                     4,000         27,000         41,000          30,000
   Interest expense                                   (8,000)       (38,000)       (30,000)       (114,000)
   Loss on disposal of asset                               -              -         (8,000)              -
   Other                                                   -              -         (3,000)              -
                                            --------------------------------------------------------------

         Other income (expense)                       (4,000)       (11,000)             -         (84,000)
                                            --------------------------------------------------------------

         Income (loss) before provision for
           income taxes                             (131,000)      (556,000)        72,000        (948,000)
                                            --------------------------------------------------------------

Income tax (expense) benefit:
   Current                                                 -              -        163,000        (274,000)
   Deferred                                           48,000              -       (191,000)        484,000
                                            --------------------------------------------------------------

                                                      48,000              -        (28,000)        210,000
                                            --------------------------------------------------------------

         Net income (loss)                  $        (83,000) $    (556,000) $      44,000  $     (738,000)
                                            --------------------------------------------------------------

Net income (loss) per common share -
  basic and diluted                         $           (.00)                $         .00
                                            ----------------               ---------------

Pro forma loss per common share -
  basic and diluted                                         $          (.01)              $           (.02)
                                                            ---------------               ----------------

Weighted average shares - basic and diluted       48,636,000                    48,527,000
                                            ----------------               ---------------

Pro forma weighted average shares -
  basic and diluted                                              48,000,000                     48,000,000
                                                            ---------------               ----------------

----------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                                                                                         3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                               RUBICON MEDICAL CORPORATION

                                                          Consolidated Statement of Cash Flows (Unaudited)

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

                                                                                  Nine Months Ended
                                                                                    September 30,
                                                                           -------------------------------
                                                                                2001            2000
                                                                           -------------------------------
<S>                                                                        <C>              <C>
Cash flows from operating activities:
Net income (loss)                                                          $        44,000  $     (738,000)
Adjustments to reconcile net income (loss) to net cash
 (used in) provided by operating activities:
   Depreciation and amortization                                                   318,000         234,000
   Stock issued for services                                                       194,000               -
   Deferred income taxes                                                           191,000        (484,000)
   Loss on disposal of assets                                                        8,000               -
   (Increase) decrease in:
     Accounts receivable                                                            19,000        (108,000)
     Inventories                                                                    17,000        (121,000)
     Other assets                                                                    4,000           1,000
     Income tax receivable                                                        (163,000)              -
   Increase (decrease) in:
     Accounts payable                                                              (24,000)        113,000
     Accrued liabilities                                                            (1,000)        158,000
     Deferred revenue                                                             (999,000)      1,667,000
     Income taxes payable                                                         (274,000)        274,000
                                                                           -------------------------------

         Net cash (used in) provided by
         operating activities                                                     (666,000)        996,000
                                                                           -------------------------------

Cash flows from investing activities:                                                                     .
   Net cash paid in acquisition of Accurate Designs                                      -        (250,000)
   Purchase of property and equipment                                              (57,000)        (60,000)
                                                                           -------------------------------

         Net cash used in
         investing activities                                                      (57,000)       (310,000)
                                                                           -------------------------------

Cash flows from financing activities:
   Proceeds from issuance of preferred stock                                             -         817,000
   Capital contributions                                                                 -         233,000
   Principal payments on long-term debt                                           (117,000)        (37,000)
   Payments on related party notes payable                                        (500,000)              -
   Decrease in bank overdraft                                                            -          (2,000)
   Proceeds from issuance of related party note payable                            150,000          21,000
                                                                           -------------------------------

         Net cash (used in) provided by
         financing activities                                                     (467,000)      1,032,000
                                                                           -------------------------------

Net (decrease) increase in cash and cash equivalents                            (1,190,000)      1,718,000

Cash and cash equivalents at beginning of period                                 1,421,000               -
                                                                           -------------------------------

Cash and cash equivalents at end of period                                 $       231,000  $    1,718,000
                                                                           -------------------------------

----------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                                                                                         4
</TABLE>
<PAGE>



                                                     RUBICON MEDICAL CORPORATION

                                Consolidated Statement of Cash Flows (Unaudited)
                                                                       Continued

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

Supplemental Cash Flow Information (unaudited):

During the nine months ended September 30, 2001 and 2000, the Company:

   2001
   ----

         o    Issued common stock in exchange for debt of $200,000.

         o    Issued common stock in satisfaction of a liability of $280,000.

         o    Exchanged  property and  equipment  totaling  $24,000 for a $3,000
              receivable and a $22,000 prepayment on an operating lease.


   2000
   ----

         o    Acquired  Accurate  Designs,  Inc. and recorded the transaction as
              follows:


        Property and equipment                               $           20,000
        Goodwill                                                      1,980,000
        Less related party note payable                              (1,750,000)
                                                             ------------------

       Net cash paid in acquisition                          $          250,000
                                                             ------------------


         o    Acquired  certain  equipment  and vehicles in exchange for capital
              lease note payable obligations of $331,000.



                                                         Nine Months Ended
                                                           September 30,
                                                  ------------------------------
                                                      2001           2000
                                                  ------------------------------
Cash paid during the period for:
     Interest                                     $    30,000   $       37,000
                                                  ----------------------------

     Income taxes                                 $   163,000   $           -
                                                  ----------------------------

--------------------------------------------------------------------------------
See notes to consolidated financial statements.
                                                                               5
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements

                                                              September 30, 2001
--------------------------------------------------------------------------------


1.   Interim            The financial  statements  for the nine months and three
     Financial          months ended September 30, 2001 and 2000, are unaudited.
     Statements         However,  the  Company,  in its  opinion,  has  made all
                        adjustments   (consisting   only  of  normal   recurring
                        accruals)  necessary  to present  fairly  the  financial
                        position,  results of operations  and cash flows for the
                        periods  presented.  The financial  statements and notes
                        thereto should be read in conjunction with the financial
                        statements  and notes for the years ended  December  31,
                        2000 and 1999,  included  in the  Company's  Form  SB-2A
                        dated  August 28,  2001 filed  with the  Securities  and
                        Exchange Commission.  The results of operations and cash
                        flows  for  the  nine  months  and  three  months  ended
                        September 30, 2001,  are not  necessarily  indicative of
                        results for the year ending December 31, 2001.

2.   Organization       Organization and Nature of Business
     and Nature         Rubicon  Medical  Corporation  (the Company),  commenced
     of Business        operations on December 11, 1996 as Rubicon Medical, L.C.
                        (the L.C.), a Utah limited liability company.  On May 1,
                        2000, the Members of the L.C. exchanged their membership
                        interests'  for  100% of the  common  stock  of  Rubicon
                        Medical, Inc. (Rubicon), a Utah corporation.

                        Effective  October  11,  2000,  Hi-Tech  Venture,   Inc.
                        (Hi-Tech),  a publicly traded Delaware  corporation with
                        no  ongoing  operations,  acquired  100% of the stock of
                        Rubicon by issuing 36,000 shares of Hi-Tech common stock
                        for each share of Rubicon  common stock and one share of
                        Hi-Tech  mandatory  redeemable  preferred stock for each
                        Rubicon mandatory  redeemable  preferred share.  Because
                        the shares issued in the acquisition  represent  control
                        of  the  total   shares  of   Hi-Tech's   common   stock
                        immediately following the acquisition, Rubicon is deemed
                        for  financial   reporting  purposes  to  have  acquired
                        Hi-Tech in a recapitalization of Rubicon.  The surviving
                        entity  reflects the assets and  liabilities  of Rubicon
                        and Hi-Tech.  The issued common stock is that of Hi-Tech
                        and the  historical  operations  are that of Rubicon and
                        Hi-Tech after October 11, 2000.

--------------------------------------------------------------------------------
                                                                               6
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

2.   Organization       On April  17,  2000,  Rubicon  purchased  the  assets of
     and Nature         Accurate  Designs,   Inc.  (Accurate)  a  company  which
     of Business        manufactures   specialized  catheter  tips  and  related
     Continued          equipment.  The  agreement  required  the Company to pay
                        $1,000,000  cash and to issue  common  stock  valued  at
                        $1,000,000.  The acquisition was accounted for using the
                        purchase  method of  accounting,  and the  excess of the
                        purchase  price of $1,980,000  over the  estimated  fair
                        value  of the  net  assets  acquired  was  allocated  to
                        goodwill and is being amortized over ten years.

                        Effective  November 3, 2000, Hi-Tech changed its name to
                        Rubicon Medical Corporation.

3.   Loss Per           Basic loss per share  excludes  dilution and is computed
     Share and          by dividing net losses available to common  stockholders
     Pro Forma          by  the  weighted   average   number  of  common  shares
     Loss Per           outstanding for the period.  Diluted  earnings per share
     Share              reflect  the  potential  dilution  that  could  occur if
                        options or warrants to issue common stock were exercised
                        into common  stock.  Common  stock  equivalents  are not
                        included in the diluted loss per share  calculation when
                        their effect is antidilutive.

                        Pro  forma  loss per  share  for 2000 has been  prepared
                        assuming the conversion of the L.C. to a corporation and
                        the   recapitalization   of   Rubicon   as  though   the
                        acquisition  of  Hi-Tech  had taken  place on January 1,
                        2000. The  computation of basic and pro forma losses per
                        common  share is based on the  weighted  average and pro
                        forma number of shares outstanding during each year.

4.   Segment            The Company  operates in three  business  segments:  (1)
     Information        Contract manufacturing; (2) Equipment manufacturing; and
                        (3) Technology Development and Licensing

--------------------------------------------------------------------------------
                                                                               7
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

4.   Segment            The following tables represent financial  information by
     Information        business segment:
     Continued
<TABLE>
<CAPTION>


                               Nine Months Ended September 30, (unaudited)
--------------------------------------------------------------------------------------------
                       Contract    Equipment     Technology
                       Manufac-    Manufac-      Development
2001                    turing     turing       and Licensing     Corporate     Consolidated
--------------------------------------------------------------------------------------------
<S>                   <C>         <C>           <C>             <C>            <C>

Revenue               $  224,000  $   308,000   $   1,422,000   $        -     $   1,954,000
Direct costs             190,000      157,000         111,000            -           458,000
Operating expenses       260,000      236,000         640,000       (30,000)       1,106,000
Identifiable assets      408,000    1,792,000          28,000     1,051,000        3,279,000
Capital expenditures       9,000            -               -        48,000           57,000
Depreciation and
amortization             129,000      154,000           5,000        30,000          318,000
Income from operations  (359,000)    (239,000)        666,000             -           72,000
</TABLE>


<TABLE>
<CAPTION>

                       Contract    Equipment     Technology
                       Manufac-    Manufac-      Development
2000                    turing     turing       and Licensing     Corporate     Consolidated
--------------------------------------------------------------------------------------------
<S>                   <C>         <C>           <C>             <C>            <C>
Revenue               $  126,000  $   212,000   $     334,000   $        -     $     672,000
Direct costs             153,000      118,000         156,000            -           427,000
Operating expenses       179,000      133,000         583,000       (20,000)         875,000
Identifiable assets      653,000    1,962,000          16,000     2,482,000        5,113,000
Capital expenditures     301,000            -               -        90,000          391,000
Depreciation and
amortization              85,000      127,000           2,000        20,000          234,000
Income (loss) from
operations              (291,000)    (166,000)       (407,000)            -         (864,000)

</TABLE>

--------------------------------------------------------------------------------
                                                                               8
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

5.   Recently           In July 2001, the Financial  Accounting  Standards Board
     Issued             issued Statement No. 141,  "Business  Combinations"  and
     Accounting         Statement  No.  142,   "Goodwill  and  Other  Intangible
     Pronounce-         Assets."  Statement  No. 141 requires  that the purchase
     ments              method   of   accounting   be  used  for  all   business
                        combinations  initiated  after June 30, 2001.  Statement
                        No. 141 also  specifies  the  criteria  that  intangible
                        assets   acquired   in  a   purchase   method   business
                        combination  must  meet to be  recognized  and  reported
                        apart from  goodwill.  Statement  No. 142 requires  that
                        intangible   assets  with  estimable   useful  lives  be
                        amortized over their  respective  estimated useful lives
                        to their  estimated  residual  values,  and reviewed for
                        impairment  in  accordance  with FAS  Statement No. 121,
                        "Accounting for the Impairment of Long-Lived  Assets and
                        for  Long-Lived  Assets to Be Disposed  Of." The Company
                        will adopt the  provisions  of  Statement  No.141 in the
                        fourth  quarter  of fiscal  2001 and the  provisions  of
                        Statement No. 142 on January 1, 2002.

                        In  connection  with  Statement  No. 142's  transitional
                        goodwill impairment evaluation, the Company must perform
                        an assessment of whether there is an indication that the
                        Company's  unamortized  goodwill  is  impaired as of the
                        date of  adoption.  To the extent an  impairment  exists
                        during  the   transitional   period  the  Company  would
                        recognize a transitional  impairment  loss and recognize
                        the   cumulative   effect  of  a  change  in  accounting
                        principle in the Company's statement of operations.

                        As of September  30, 2001,  the Company had  unamortized
                        goodwill  in the amount of  $1,708,220,  all of which is
                        subject to the  transition  provisions of Statement Nos.
                        141 and 142.  The impact in fiscal year 2002 of adopting
                        Statement No. 142 will be to eliminate the  amortization
                        of goodwill. Such goodwill amortization totaled $149,301
                        during the nine months ended September 30, 2001.

                        The   Financial   Accounting   Standards   Board  issued
                        Statement  No.  143,  "Accounting  for Asset  Retirement
                        Obligations" in September 2001. Statement No. 143, which
                        is effective for fiscal years  beginning  after June 15,
                        2002,  addresses financial  accounting and reporting for
                        obligations  associated  with the retirement of tangible
                        long-lived  assets and the associated  asset  retirement
                        costs.   The  Company  has  not  assessed   whether  the
                        application  of  this  standards  will  have a  material
                        effect on the Company's financial  position,  results of
                        operations or liquidity.

--------------------------------------------------------------------------------
                                                                               9
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

5.   Recently           The   Financial   Accounting   Standards   Board  issued
     Issued             Statement  No. 144,  "Accounting  for the  Impairment or
     Accounting         Disposal  of   Long-Lived   Assets"  in  October   2001.
     Pronounce-         Statement No. 144  addresses  financial  accounting  and
     ments              reporting  for the  impairment or disposal of long-lived
     Continued          assets,  and is  effective  for fiscal  years  beginning
                        after  December 15,  2001.  The Company has not assessed
                        whether the  application of these  standards will have a
                        material  effect on the  Company's  financial  position,
                        results of operation or liquidity.

6.   Related Party      During  the  period   ended   September   30,   2001,  a
     Transactions       shareholder   loaned  the  Company   $150,000,   bearing
                        interest at 7.5%, maturing on January 31, 2003.

7.   Subsequent         Subsequent to September 30, 2001:
     Events
                        o    The  Company  adopted  the 2001 Stock  Plan  (Stock
                             Plan) under which the Company may grant  options to
                             purchase a maximum aggregate of 6,000,000 shares of
                             the Company's common stock to officers,  directors,
                             employees,  agents, and consultants of the Company.
                             As of  November  7,  2001 the  Company  had  issued
                             3,247,500 options to purchase common stock.

                        o    The Company is in the process of raising additional
                             equity of $800,000 through a private placement.  As
                             of  November   16,  2001  the  Company  had  raised
                             $305,000  in exchange  for the  issuance of 610,000
                             shares of common stock.

                        o    The Company converted all of its preferred stock to
                             common  stock at a  conversion  amount  of $.50 per
                             share of common stock.

--------------------------------------------------------------------------------
                                                                              10
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

8.   Stock              Stock options detail as of November 7, 2001:
     Options
                                       Weighted
                            Weighted    Average                  Weighted
  Range of                  Average    Remaining                 Average
  Exercise      Number      Exercise  Contractual    Number      Exercise
   Prices     Outstanding    Price    Life (years) Exercisable    Price
---------------------------------------------------------------------------

$    1.00     3,247,500     $  1.00      10.00      1,612,500     $  1.00
---------------------------------------------------------------------------

$    1.00     3,247,500     $  1.00      10.00      1,612,500     $  1.00
---------------------------------------------------------------------------
<TABLE>
<CAPTION>

                        Exercisable Outstanding Options Schedule:

                         Total           Number of New Exercisable Options November 7,
               Date of   Number     -----------------------------------------------------------
  Issued to    Issue     Issued        2001            2002     2003     2004    2005     2006
-----------------------------------------------------------------------------------------------
<S>          <C>         <C>         <C>              <C>      <C>     <C>      <C>     <C>
Employees    11 - 7 - 01 1,367,500   130,000(1) (4)   247,500  247,500 247,500  247,500 247,500
Directors    11 - 7 - 01   900,000   900,000    (2)        -        -       -        -       -
Officers     11 - 7 - 01   450,000   450,000    (2)        -        -       -        -       -
Medical
Advisory Bd  11 - 7 - 01   530,000   132,500    (3)  132,500   265,000      -        -       -
-----------------------------------------------------------------------------------------------

     Totals              3,247,500 1,612,500         380,000   512,500 247,500  247,500 247,500
                      -------------------------------------------------------------------------
</TABLE>

                        Options granted to Board of Directors:
<TABLE>
<CAPTION>

                                Total      Number of New Exercisable Options November 7,
                                Number     --------------------------------------------------
  Issued to          Title      Issued     2001      2002    2003     2004    2005     2006
---------------------------------------------------------------------------------------------
<S>                 <C>        <C>       <C>            <C>      <C>     <C>      <C>     <C>
Linder, Richard J.  Director   150,000   150,000        -        -       -        -       -
Berger, David       Chairman,
                    Director   300,000   300,000        -        -       -        -       -
Nasella, Dennis     Director   150,000   150,000        -        -       -        -       -
Wocott, Butch       Director   150,000   150,000        -        -       -        -       -
Higashida, Randall  Director   150,000   150,000        -        -       -        -       -
---------------------------------------------------------------------------------------------

     Totals                    900,000   900,000        -        -       -        -       -
                              ---------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
                                                                              11
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

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

8.   Stock               Options granted to officers:
     Options
     Continued
<TABLE>
<CAPTION>

                                  Total      Number of New Exercisable Options November 7,
                                  Number     ------------------------------------------------
    Issued to        Title        Issued     2001      2002    2003     2004    2005     2006
---------------------------------------------------------------------------------------------
<S>                 <C>            <C>      <C>          <C>      <C>     <C>      <C>     <C>

Linder, Richard J.  President/
                    CEO            150,000  150,000      -        -       -        -       -
Berger, David       Vice
                    President      150,000  150,000      -        -       -        -       -
Nasella, Dennis     Secretary      150,000  150,000      -        -       -        -       -
                              ---------------------------------------------------------------

     Totals                        450,000  450,000      -        -       -        -       -
                              ---------------------------------------------------------------
</TABLE>

                        (1)  These  130,000  shares  are  NSO's  granted  to key
                             employees and includes 50,000 shares granted to the
                             recently  hired COO to  complete  his  compensation
                             package. The additional options shown are ISO's for
                             key employees  with a five-year  vesting  schedule,
                             the  first  20% of these  options  are  exercisable
                             November 7, 2002. If the key  employees  elected to
                             exercise  100% of their  vested  NSO's these shares
                             would  equal  0.27% or less than 1% of the  current
                             issued and outstanding shares.

                        (2)  These 1,350,000 shares are NSO's granted to members
                             of the  Board  of  Directors  and  Officers  of the
                             Company.  If the officers and directors  elected to
                             exercise  100% of these  options these shares would
                             equal 2.78% of the current  issued and  outstanding
                             shares.

                        (3)  These 132,500 shares  represent the initial vesting
                             on  23%  of  the  total  outstanding  options.  All
                             additional  23% will be vested  every six months as
                             per  the  terms  and   conditions  of  the  Medical
                             Advisory Board (MAB) Agreement.  These options were
                             created instead of stock grants that were paid last
                             year for consulting services. If the MAB elected to
                             exercise  100% of their  exercisable  options as of
                             November 7, 2001,  these  options would equal 0.27%
                             of the current issued and outstanding shares.

                        (4)  Richard Linder was granted 500,000  incentive stock
                             options through the Company's employee stock option
                             plan. None of these options are part of the 130,000
                             options that are exercisable  November 7, 2001. The
                             500,000  options  granted to Mr.  Linder  will vest
                             according to the five-year vesting schedule in note
                             (1).

--------------------------------------------------------------------------------
                                                                              12
<PAGE>
                Management Discussion and Analysis of Operations

General
-------

         Rubicon Medical Corporation manufactures specialty medical products and
conducts  research  and  development  activities  to  generate  medical  related
technologies.  Our  operations are divided into three  strategic  business units
(SBU's):  contract  manufacturing;   equipment  manufacturing;   and  technology
development and licensing. Revenues have increased each year since our inception
in 1996.  Losses  from  operations  have  decreased  every year in  relation  to
revenues.

         Rubicon has spent the last two years  creating the  foundation to start
manufacturing  tubing and catheter tips in mass  quantities and fulfill on large
contracts including catheter-tipping equipment.  Additionally,  we have seen our
first success in licensing medical technology, which we helped to develop.

         Rubicon  successfully  licensed  our guardian  embolization  protection
system to Abbott Laboratories (Abbott) in June 2000. The guardian license allows
for  three  milestone  payments  to be made to  Rubicon.  The first  payment  of
$2,000,000  was received at the time the initial  license  agreement was entered
into. Two subsequent  payments will be made when future milestones are achieved.
One milestone  payment of $4,000,000  will be made upon  commercial  shipment of
product within the European Union  following CE approval,  which is the approval
required to sell medical  products in the  European  Union and is similar to FDA
approval in the United States. In October 2001, Abbott Laboratories successfully
completed  the  first  step  required  to  achieve  CE  approval.  During  human
feasibility  studies,  European doctors successfully used the guardian device in
seven patients.  The remaining steps in the CE approval  process are expected to
begin by the end of this year. A second milestone  payment of $8,000,000 will be
made upon FDA  approval of products for either  saphenous  vein graft or carotid
applications.  The  nature of  medical  research  make the  timing of any future
milestone  payments  difficult to predict,  no  assurance  can be given that any
milestone payments will be received.

         From these milestone  payments we are required to pay the University of
Southern California (USC) 15% of one half of the payments. Accordingly, we would
pay USC $300,000 on CE approval and $600,000 upon FDA approval. The license also
establishes  royalty  payments  on sales of the  guardian  system in the  United
States,  Europe, Japan, Canada,  Australia,  and Hong Kong. The royalty payments
are  structured to be a percentage  of sales;  the  percentage  increases as the
dollar amount of the products sold increases.  The royalty  payments would be 5%
on the first one hundred million dollars,  six percent on the second one hundred
million  dollars and seven percent on all  cumulative net sales in excess of two
hundred  million  dollars.  We are then  required  to pay USC its portion of the
royalty  payments,  which is 15% of fifty  percent (50%) of such  payments.  The
agreement  with  Abbott  Laboratories  is for a period  of the  duration  of the
patents  related to the guardian  system or the expiration of the USC agreement,
whichever  is  sooner.  The  agreement  may be  terminated  sooner  if one party
breaches any material  terms of the  agreement or upon twelve months notice from
Abbott.  If Abbott terminates the agreement on twelve months notice, it would be
required to fulfill all terms of the agreement related to any future products it
sells, including royalty payments.

         Now  that  we have  successfully  licensed  the  guardian  system,  our
immediate  focus is to obtain  contracts  for both our  contract  and  equipment
manufacturing operations. This will be a critical period for these two divisions
as  everything  is now in  place  for  them  to be  able  to  manufacture  large
quantities of tubing, catheters and catheter equipment. If we are unable to make
inroads  into these  medical  device  markets,  we will need to  reevaluate  our
operations,  and perhaps  reallocate more of our resources into the research and
development of new products, where we have experienced success.

         To  further  the  development  of new  technologies,  and  speed up the
process in which we can offer  additional  products,  we intend to increase  our
expenditures in research and development.  Rubicon intends to raise the required
capital  through a private  placement of our  securities.  If  additional  funds
cannot be raised, we will delay research projects until revenues from operations
are available.


                                       13
<PAGE>


Results of Operation
--------------------

         Nine-months and Three-Months Ended September 30, 2001 and 2000
         --------------------------------------------------------------

         The  nine-months  and  three-months  ended September 30, 2001, were our
best  periods  in  terms  of  sales  of  medical  tubing,   catheter  tips,  and
catheter-tipping  equipment.  Sales  of  these  products  totaled  $532,000  and
$246,000 for the nine and  three-months  ended  September 30, 2001,  compared to
$338,000 and $121,000 for the nine and three-months ended 2000. Total sales were
$1,954,000 and $601,000 for the same periods,  which was a substantial  increase
over our  sales of  $672,000  and  $121,000  for  nine  and  three-months  ended
September 30, 2000. Part of the increase in sales is due to the licensing of the
guardian  system,  which  accounted  for $999,000 in revenue for the nine months
ended  September 30, 2001. The licensing  funds were received in June 2000, with
the revenue allocated over a period of eighteen months.  Accordingly,  exclusive
of the technology licensing, our operations had revenue of $423,000, which still
was an improvement over prior quarters.  Our operating  expenses were $1,424,000
and  $553,000,  we had net income of $44,000  and a net loss of $83,000  for the
nine and  three-months  ended  September 30, 2001,  compared to  $1,109,000  and
$568,000 in  operating  expenses and net losses of $738,000 and $556,000 for the
same nine and three-month periods in 2000.

         Although we had net income for the September  30, 2001 period,  without
the  allocation of guardian  licensing  revenue,  we would have realized a loss.
Until we are  able to  expand  our  revenue,  we  anticipate  continued  losses,
exclusive of the  allocation of the guardian  revenue,  which will be completely
allocated in 2001. The nature of our business requires a substantial  investment
in machinery,  equipment, and personnel,  including engineers. We feel operating
expenses should remain fairly constant through most of the year. It is therefore
imperative that our revenue increases to support our operations.  If revenues do
not  increase,  and we are unable to raise  additional  capital,  our  long-term
ability to operate in the medical  tubing and  catheter  tip markets  will be in
jeopardy.  As evidenced by our increased  sales,  we are hopeful that efforts to
advertise  and market our products are starting to result in increased  customer
orders.

                  Contract Manufacturing
                  ----------------------

         For the nine and  three-months  ended  September 30, 2001, our contract
manufacturing  operation  had revenue of $224,000  and  $83,000,  which,  was an
increase of $98,000 and $50,000 for the same periods in 2000. Operating expenses
(including  depreciation  and  amortization)  increased to $389,000 for the nine
months ended and decreased,  for the  three-months  ended  September 30, 2001 to
$103,000.  Compared to $264,000 and  $117,000  for the same periods in 2000.  An
increase in the number of  personnel,  for this  business  unit,  is the primary
reason for the increase in operating expenses for the nine-month period, while a
reduction of various operating  expenses led to a decrease in operating expenses
for the three-months ended September 30, 2001. Contract Manufacturing  continued
to  experience  losses,  with a loss of  $359,000  for  the  nine  months  ended
September 30, 2001, compared to a $291,000 loss for the same period in 2000.

         We expected that the contact manufacturing operation would take time to
develop and  anticipated  initial losses due to the nature of product  produced,
which requires  substantial  up-front  expenditures  in equipment,  design,  and
engineering personnel. We have now been able to develop and produce products for
key medical device  manufacturing  customers,  and are hopeful their orders will
increase, and allow our contract  manufacturing  operation to become profitable.
The next year will be vital for the contract manufacturing  operations.  If this
business unit does not begin to produce positive cash flows, we will be required
to reevaluate the resources, which we have dedicated to it.

                                       14
<PAGE>

                  Equipment Manufacturing
                  -----------------------

         For the nine and three-months  ended September 30, 2001, we had revenue
of $308,000 and $164,000 in our equipment manufacturing  operation,  compared to
revenue of  $212,000  and $89,000 for the same  period  ending  2000.  Operating
expenses were $390,000 and $90,000 for the three and nine-months ended September
30, 2001,  compared to $260,000  and $125,000 for the same periods  ending 2000.
Resulting in a loss of $239,000 and $26,000 for the nine and three-months  ended
September  30,  2001,  and losses of $166,000  and $84,000 for the same  periods
ending 2000. A full nine-months of depreciation and amortization,  attributed to
the  Accurate  Designs  acquisition,  is the primary  reason for the increase in
operating expenses for 2001,  compared to five months for 2000. This increase in
loss was  expected as we have  focused  most of our efforts on  integrating  the
operations  of Accurate  Designs,  which we acquired in 2000.  In addition,  the
majority  of  our  existing  marketing  effort  was  centered  on  our  contract
manufacturing operations and did not focus on equipment manufacturing.  Now that
Accurate  Designs'  operations  are  fully  integrated  into  ours,  we  plan on
increasing  our  marketing  efforts  for this  business  unit,  and are  hopeful
equipment  revenues  will increase over the next year.  The  three-months  ended
September 30, 2001 was are best quarter yet for equipment  sales and are hopeful
this trend will continue. Therefore, if the new marketing efforts are successful
and revenues do continue increase,  we are hopeful the consistent profit margins
generated by equipment  sales,  will make this business  unit  profitable in the
near future.

                  Technology Development and Licensing
                  ------------------------------------

         Our  Technology  Development  and Licensing  business unit is currently
working on a number of new technologies;  as a result of these efforts,  we have
filed provisional  patents on a number of new devices and intend to file utility
patents within the time period required by the United States Patent Office.

         Prior  to our most  recent  technologies,  our  efforts  in  technology
development  and  licensing  were  focused on the  development  of the  guardian
system.  In  2000,  we were  able to  license  the  guardian  system  to  Abbott
Laboratories  and  received  an  initial  payment of  $2,000,000,  which we have
allocated  over an  eighteen-month  period  to match the  period  of our  future
obligations under the license agreement. As a result of this allocation,  we had
total revenue of $334,000 for both the nine and the  three-months  periods,  and
had a net loss of $407,000  and $95,000  for same nine and  three-months  ending
September 30, 2000. With the allocation of our original  licensing  revenue from
the guardian  system,  the  technology  development  and licensing  division had
revenues  of  $1,422,000  and  $355,000  and  net  income  of  $666,000  for the
nine-months ended September 30, 2001, while we lost $30,000 for the three-months
ended  September 30, 2001.  Increased  expenditures  in the  development  of new
products  as well as, a  decrease  in  revenues,  that were  generated  from the
further development of the guardian system, led to the loss for the three-months
ending  September 30, 2001.  Future results for our technology  development  and
licensing  unit  will be  dependent  on the  future  milestone  payments  on the
guardian  system as well as the  ability to raise  capital  through  the private
placement of our securities.

Liquidity and Capital Resources
-------------------------------

         September 30, 2001 and 2000
         ---------------------------

         Financially, Rubicon had total revenue of $1,954,000 and had net income
of $44,000 for the nine months ended September 30, 2001, compared to $672,000 in
revenue and a net loss of $738,000  for the same period in 2000.  Prior to 2000,
all  available   funds  were  used  for  the  development  of  our  product  and
modification  of our  facilities to allow us to qualify to  manufacture  medical
products.  These  activities  took longer  than  anticipated  and  substantially
impacted our  resources.  At the end of December 31, 1999, our future ability to
manufacture  product was in serious  doubt.  Fortunately,  we were able to raise
additional  capital  and  to  complete  the  licensing   agreement  with  Abbott
Laboratories, which provided us with operating capital to continue.

                                       15

<PAGE>

         The current  obligations as of December 31, 2000,  have been reduced by
the payoff of $200,000 of current obligations,  which consisted of a convertible
debenture to Banyon Investment Company (Banyon).  The note to Banyon was paid by
issuing 200,000 shares of our common stock. Current obligations, at December 31,
2000, also included $750,000 owed to Accurate Designs, which has been reduced by
two payments totaling $500,000 leaving only $250,000 owed.

         Our purchase  agreement  with  Accurate  Designs was  structured  as an
installment  purchase,  with a total  purchase  price of  $1,000,000 in cash and
$1,000,000 in value of our shares of common stock. The $1,000,000 in cash was to
be paid in four equal  installments.  We had hoped to raise additional  capital,
through a private placement of our securities,  to help pay for Accurate Designs
in the  first  part of  2001.  However,  based  on our  view of  current  market
conditions for raising capital,  we have negotiated an amendment to the Accurate
Designs contract,  which allows us to extend the cash payments. We have recently
made a $250,000  installment  payment,  leaving us with a  remaining  balance of
$250,000,  due  December  17. We are  hopeful we will not have to use any of our
current funds to pay for the balance of the purchase price.  Instead, we hope to
raise  additional  capital in the fourth  quarter  of 2001 to help  finance  the
balance of the  purchase  price.  These  funds  will most  likely be raised in a
private placement of our securities. At this time, the market for our securities
and the price,  which we could  obtain,  is unknown.  Investors  purchasing  our
shares will likely suffer dilution based on our need to raise additional capital
through the sale of our shares. Typically, shares sold in a private placement by
a company our size will be discounted,  which could also have a negative  effect
on our stock price when these shares are eligible for resale.  We are  currently
in negotiations  with Accurate  Designs to extend the December 17 2001,  payment
obligation  to April 2002.  If the  negotiations  are  successful,  and Accurate
Designs grants the extension,  Rubicon intends to pay Accurate Designs interest,
in addition to the remaining balance of $250,000.  If we are unable to raise the
required  capital or negotiate and extension we believe we could pay the balance
of the purchase price from cash obtained through another form of debt financing.
However,  it would leave our resources  depleted and  jeopardize  our ability to
expand,  or pursue the marketing  campaigns and research and development that we
currently have planned.

         In addition to the cash  payments  for  Accurate  Designs,  part of the
purchase  price is to be paid with  shares of our  common  stock.  Shares of our
common  stock are to be  delivered  one year  from the date we  develop a public
trading  market.  Our shares were listed for trading on the Electronic  Bulletin
Board in  November  2001;  so we will have until  November  2002 to deliver  the
shares of stock.  The number of shares  that must be  delivered  is one  million
dollars worth,  based on the five-day closing average of the share price at that
time.  We cannot  presently  determine  how many  shares we will be  required to
issue; however, investors will likely suffer some dilution when these shares are
issued.

         Working capital as of September 30, 2001, increased to $275,000,  as we
reduced  our  accrued  liabilities  and current  portion of  long-term  debt and
recognized  $999,000 in deferred revenue related to the guardian system license.
If $334,000  in deferred  revenue on the  guardian  license is removed  from the
working capital calculations, our working capital position improves to $609,000.
Rubicon's management believes it is highly unlikely that we would have to return
any portion of the  $334,000 in deferred  revenue from the  licensing  agreement
with Abbott  Laboratories.  Accordingly,  Rubicon does not consider the deferred
revenue to be a liability that would require a cash outlay.

         On  September  29,  2001,  a Rubicon  stockholder  loaned  the  company
$150,000.  The note is due January 31, 2003 and has an interest rate of 7.5%. As
a result of this new debt, our current capital  position should allow us to meet
anticipated  expenses  and to fund  planed  activities.  However,  we are  still
operating at a loss; if additional  capital is not raised,  or our operations do
not begin to generate  positive  cash flows,  we will be unable to continue  the
development of new products or expand our current operations.

         Subsequent  to  September  30,  2001,  Rubicon has been  successful  in
raising additional capital though the private placement of our securities. As of
November 16, 2001, Rubicon has raised an additional $305,000 in exchange for the
issuance of 610,000 shares of common stock.

                                       16
<PAGE>

                  Contract Manufacturing
                  ----------------------

         For the fourth  quarter  2001,  we  anticipate  having to  continue  to
provide resources to support our contract manufacturing operations. At this time
the amount of  resources  needed to support  this  business  unit are not known,
however we are hopeful  that an increase in sales will allow this  operation  to
start  supporting  itself.  We do not anticipate  contract  manufacturing  to be
cash-flow-positive until the end of 2001, at the earliest.

         For the nine months ended  September 30, 2001,  contract  manufacturing
operations  reduced its capital  outlay to $9,000,  from  $301,000  for the same
period in 2000,  as the  majority of the  equipment  necessary  for our existing
operations had been purchased. We currently have $408,000 in identifiable assets
for this  operation.  In order to increase our  manufacturing  capabilities  and
offer  additional  services,  we intend to increase our capital  expenditures in
contract   manufacturing.   We  are  negotiating  with  our  current   financial
institution to obtain  long-term debt  financing for an estimated  $100,000,  to
purchase additional equipment in the fourth quarter of 2001.

                  Equipment Manufacturing
                  -----------------------

         With the purchase of Accurate Designs in 2000, we committed  $1,000,000
of our cash  resources to the  development of this  operation.  We have recorded
$1,693,000  in assets  related to Accurate  Designs,  which is the amount of the
purchase  price less  depreciation  and  amortization.  Other than the  purchase
payments,  and limited  marketing  expenses,  we do not anticipate the equipment
manufacturing  operation  to use  much  of our  financial  resources.  We had no
capital  expenditures  for equipment  during the nine months ended September 30,
2001.  However,  we have one final cash  payment of  $250,000  to  complete  the
Accurate Designs acquisition.

                  Technology Development and Licensing
                  ------------------------------------

         Our  technology  development  and licensing  operations  helped support
Rubicon for the first nine- months in 2001. For the nine months ended  September
30, 2001,  this business unit did not require any capital  expenditure  for this
period,  which was also the case for the same period in 2000.  Now that  another
company is developing  the guardian  system,  we intend to devote our technology
development to additional devices. If we are successful in obtaining  additional
capital  through  a  private  placement,  we  intend  to  increase  our  capital
expenditures over the next six to nine months in this area.

                                       17

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

                                    None


ITEM 2.  CHANGES IN SECURTIES

                                    None


ITEM 3.  DEFAULTS UPON SENIOR SECURITES

                                    None


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

                                    None

ITEM 5.  OTHER INFORMATION


2001 Stock Plan
---------------

         Subsequent  to September  30, 2001,  Rubicon has  established a Rubicon
Medical Corporation 2001 Stock Plan ("Stock Plan") under which Rubicon may grant
options to purchase  6,000,000  shares of  Rubicon's  Common  Stock  (subject to
adjustments  for such matters as stock splits and stock  dividends) to officers,
directors,  employees,  agents,  and consultants of Rubicon.  The purpose of the
Stock Plan is to provide  incentives  to such  persons who are key to  Rubicon's
success,  thereby  aligning the  personal  interests  of such  persons,  through
ownership  of  Common  Stock  and  other  incentives,  with  those of  Rubicon's
shareholders.

         The options granted under the Stock Plan may be incentive stock options
within the  meaning of section  422 of the  Internal  Revenue  Code of 1986,  as
amended,  or options which do not qualify as incentive stock options.  The Stock
Plan also  provides for grant of stock  appreciation  rights and stock awards to
eligible  participants,  subject to certain forfeiture  restrictions.  The Stock
Plan may be  administered  by the Board of  Directors  of the  Rubicon or by the
Compensation  Committee.  The Board of Directors or the  Compensation  Committee
will interpret the Stock Plan, its rules and  regulations,  and the  instruments
evidencing the restrictions imposed upon Common Stock sold under the Stock Plan,
and  will  make  all   determinations   deemed   necessary  or   advisable   for
administration of the Stock Plan.

         As of  November  7,  2001,  Rubicon  had  issued  3,247,500  options to
purchase  shares of Common Stock with a weighted  exercise price of $1.00. As of
November  7, 2001,  Rubicon had  granted no stock  appreciation  rights of stock
awards under the Stock Plan.  Out of the  6,000,000  shares  reserved  under the
Stock Plan, 2,752,500 shares are available for future grants.

                                       18
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 10-Rubicon Medical Corporation 2001 Stock Plan

Exhibit 10-Promissory Note




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               Rubicon Medical Corporation

Date: December 5, 2001                           /s/Richard J. Linder
                                               ---------------------------
                                               Richard J. Linder
                                               President/CEO
Date: December 5, 2001
                                                 /s/Dennis Nasella
                                               ---------------------------
                                               Dennis Nasella
                                               CFO


                                       19
<PAGE>