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

                                   Form 10K-SB

(Mark One)

         [X]      Annual report under Section 13 or 15(d) of the Securities
                  Exchange Act of 1934

         For the fiscal year ended December 31, 2004.

         [ ]      Transition report under Section 13 or 15(d) of the Securities
                  Exchange Act of 1934

         For the transition period from _______________ to _______________.

                        Commission file number 333-51414

                           RUBICON MEDICAL CORPORATION
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

          Delaware                                         87-0361403
---------------------------------             ---------------------------------
  (State or Other Jurisdiction                (IRS Employer Identification No.)
of Incorporation or Organization)

3598 West 1820 South, Salt Lake City, UT                     84104
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(Address of principal executive offices)                   (Zip Code)

                                 (801) 886-9000
                 -----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

                                                     Name of Each Exchange
         Title of each Class                         on Which Registered
         -------------------                         ---------------------
         None                                        None

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

                                      None
                                ----------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]

         State the issuer's revenues for its most recent fiscal year. The
issuer's revenues for the fiscal year ended December 31, 2004, were $0.

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         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days (See definition of
affiliate in Rule 12b-22 of the Exchange Act).

         As of March 31, 2005, based on the closing price for the Company's
         Common Stock on the OTC Bulletin Board interdealer quotation system on
         that date of $1.41, the aggregate market value of the approximately
         24,462,707 shares held by non-affiliates was approximately $34,492,000.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

         Yes [ ] No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         As of March 31, 2005, there were 54,831,834 Shares of the Issuer's
         Common Stock, par value $0.001, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; (3) any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933 ("Securities
Act"). The list of documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1990).

         None.

         Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

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                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. These statements reflect the views of
Rubicon Medical Corporation with respect to future events based upon information
available to it at this time. These forward-looking statements are subject to
certain uncertainties and other factors that could cause actual results to
differ materially from these statements. Forward-looking statements are
typically identified by the use of the words "believe," "may," "will," "should,"
"expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and
similar words and expressions. Examples of forward-looking statements are
statements that describe the proposed development, testing, clinical trial and
regulatory approval of Rubicon's products, statements with regard to the nature
and extent of competition Rubicon may face in the future, statements with
respect to the sources of and need for future financing, and statements with
respect to future strategic plans, goals or objectives. Forward-looking
statements are contained in this report under "Item. 1. Description of
Business," and "Item 6. Management's Discussion and Analysis or Plan of
Operation." The forward-looking statements are based on present circumstances
and on Rubicon's predictions respecting events that have not occurred, that may
not occur, or that may occur with different consequences and timing than those
now assumed or anticipated. Actual events or results may differ materially from
those discussed in the forward-looking statements as a result of various
factors, including the risk factors discussed in this report under the caption
"Description of Business: Risk Factors." These cautionary statements are
intended to be applicable to all related forward-looking statements wherever
they appear in this report. Any forward-looking statements are made only as of
the date of this information statement and Rubicon assumes no obligation to
update forward-looking statements to reflect subsequent events or circumstances.

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Part I

Item 1. Description of Business

Recent Material Events

Amendment of Agreements with Boston Scientific Corporation and Exercise of
Option

On April 13, 2005, the Transaction Agreement entered into among Boston
Scientific Corporation ("Boston Scientific"), Nemo I Acquisition, Inc.
("Acquisition Corp."), and Rubicon Medical Corporation ("Rubicon," the "Company"
or the "Registrant") dated as of October 29, 2003, as amended September 30, 2004
(the "Transaction Agreement"), and the related Option Agreements (the "Option
Agreements") dated as of October 29, 2003 entered into among Boston Scientific,
Acquisition Corp. and each of Berger Family Enterprises, David B. Berger (the
"Berger Stockholders"), the Richard J. and Marla A. Linder Family Limited
Partnership, and Richard J. Linder (the "Linder Stockholders" and collectively
with the Berger Stockholders, the "Controlling Stockholders") were amended and
restated to, among other things, reduce the exercise period of the options to
one calendar day, reduce the exercise price of the options from $2.00 per share
to $1.50 per share in the case of the Linder Stockholders and from $2.00 per
share to $0.79 per share in the case of the Berger Stockholders, reduce the
aggregate potential earn-out payments from $1.50 per share to $1.44 per share,
and change the performance milestone events required to be achieved as a
precondition to payment of such earn-out amounts. Immediately following the
execution of the amended agreements, Boston Scientific exercised its purchase
option to acquire the shares of the Controlling Stockholders thereby acquiring
control of Rubicon and triggering its obligation to commence a cash tender offer
for the other issued and outstanding shares of the Company's common stock at a
price of $1.50 per share plus the potential earn-out payments. The Amended and
Restated Transaction Agreement and the Amended and Restated Option Agreements
are referred to collectively in this report as the "Amended Agreements").

The Amended Agreements generally provide for potential earn-out payments in the
amounts and subject to the Company's achievement of the performance milestones
described below.

Milestone 1. An additional $0.48 per share is payable to the Company's
stockholders whose Common Stock is acquired by Boston Scientific or Acquisition
Corp. at such time as the Company receives approval from the FDA for commercial
release of the Rubicon Filter or another device of Boston Scientific,
Acquisition Corp. or another subsidiary or affiliate of Boston Scientific that
(a) incorporates the Company's constraint and actuation technologies, (b) would
otherwise infringe a valid and enforceable patent claim of the Company's
intellectual property, and (c) is for an embolic protection indication for one
of the following disease or anatomical indications: carotid artery, acute
myocardial infarction, native coronary vessels, coronary vein grafts or renal
arteries (the "Rubicon Products").

Milestone 2. An additional $.50 per share is payable to the Company's
stockholders whose shares are acquired by Boston Scientific or Acquisition
Corp., if and when net sales of the Rubicon Products exceed $50 million during a
period of 12 or fewer consecutive months during the first five years following
achievement of Milestone 1.

Milestone 3. An additional $.46 per share is payable to the Company's
stockholders whose shares are acquired by Boston Scientific or Acquisition
Corp., if and when net sales of the Rubicon Products exceed $100 million during
a period of 12 or fewer consecutive months during the first five years following
achievement of Milestone 1.

The Company stockholders eligible to receive earn-out payments are those whose
shares of the Company's Common Stock are purchased pursuant to the purchase
option or the tender offer described above or whose shares are converted into
the right to receive the merger consideration pursuant to a second-step merger
to be effected by Rubicon and Acquisition Corp. following completion of the
tender offer.

The Amended Agreements are extremely complex and the following summary of
selected provisions of the Agreements is qualified in its entirety by reference
to the Agreements, copies of which are filed as exhibits hereto and are
incorporated herein by reference.

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<PAGE>

Changes in Control of the Company

As a result of the transactions and agreements described herein, Boston
Scientific now owns 27,479,764 shares of the Company's Common Stock and
1,090,147 shares of the Company's Series A Preferred Stock, each of which is
convertible into ten shares of Common Stock, which together represent
approximately 56.9% of the Company's voting power, or approximately 53.6% of the
Company's voting power on a fully diluted basis (assuming the exercise of the
4,191,500 stock options outstanding under the Company's Amended and Restated
2001 Stock Plan).

Changes in Management

Pursuant to the terms of the Amended and Restated Transaction Agreement,
following Boston Scientific's acquisition of the shares subject to the Amended
and Restated Option Agreements, it is entitled to designate a majority of the
directors serving on Rubicon's Board of Directors.

Acquisition of Intellectual Property Rights

Prior to the execution of the Amended Agreements, Rubicon entered into an
exclusive license and purchase agreement dated as of April 12, 2005 with Jacques
Seguin pursuant to which Rubicon acquired an exclusive license to use, and an
option to purchase, certain patents and patent applications in consideration of
license and option payments in the total amount of $7 million, $6 million of
which has been paid or will be paid shortly and the balance of which is payable
upon FDA approval of an infringing product.

General

Rubicon Medical Corporation, a Delaware corporation ("Rubicon," the "Company" or
the "Registrant"), is an early-stage developer and manufacturer of
interventional vascular medical devices and products. Rubicon has developed
medical device technologies in the area of embolic protection. Embolic
protection devices are used in interventional vascular procedures to prevent
pieces of plaque that break free during such procedures from moving downstream
in a blood vessel and potentially causing a heart attack or stroke. Rubicon
believes these products will assist physicians in providing effective
alternatives to traditional surgical techniques and current interventional
procedures by reducing risk, trauma, cost, procedure duration, and the level of
care required following the procedure. Rubicon's primary embolic protection
technology is the Rubicon filter embolic protection device (the "Rubicon
Filter"). Previously, Rubicon had developed another embolic protection
technology, the Guardian Balloon System, however, the Guardian System is
presently not being further developed because Rubicon believes that the Rubicon
Filter is the better embolic protection technology. Rubicon's operations are
conducted through its wholly owned subsidiary, Rubicon Medical, Inc., a Utah
corporation. Unless otherwise indicated, Rubicon Medical Corporation and Rubicon
Medical, Inc. are referred to collectively in this report as "Rubicon" or the
"Registrant."

The Rubicon Filter

The Rubicon Filter was invented by Richard J. Linder, Rubicon's President and
Chief Executive Officer, and has been engineered by Rubicon's internal research
and development personnel. The Rubicon Filter has been designed to capture
material dislodged in the bloodstream during cardiovascular interventions,
potentially preventing a heart attack or stroke, while permitting the continuous
flow of blood through the affected vessel or artery. The Rubicon Filter operates
with an extremely small guidewire, only 0.014 inches thick, that deploys a
miniature filter that looks like a windsock. The filter material is very thin
and contains small holes so that blood continues to flow following its
deployment, while trapping the bits of plaque and other embolic material
dislodged during stenting. When the surgery has been completed, the filter is
closed and removed with the aid of another catheter. Rubicon believes the
Rubicon Filter is superior to competing products because it has a low crossing
profile for steering through blockages in an artery, it requires no bench
preparation prior to using it in a procedure, it deploys remotely from outside
the body in less than one second, and it does not require the use of a catheter
to unsheathe the filter, which is important because it enables the physician to
steer and manipulate the device inside an artery with greater ease and accuracy.
Rubicon anticipates that the Rubicon Filter will have application in connection
with the treatment of saphenous vein

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<PAGE>

grafts (coronary bypass grafts that have become diseased), carotid arteries,
native coronary vessels, renal arteries, and may also be used in the treatment
of acute myocardial infarction and acute coronary syndromes.

The Rubicon Filter has been under clinical investigation in Europe in two
clinical studies. The RULE-SVG, Europe study evaluated the use of the Rubicon
Filter in coronary artery interventions including sapehnous vein graft stenting,
as well as native coronary artery stenting in eligible patients. Rubicon
enrolled 54 patients in this study and followed them for 30 days. The
RULE-Carotid, Europe study evaluated the Rubicon Filter in the carotid arteries
of 60 patients undergoing carotid stenting procedures. Rubicon obtained
regulatory clearance to market the Rubicon Filter in Europe and other
participating CE Mark countries on April 13, 2005 for both carotid artery
stenting procedures and coronary artery stenting procedures.

The Guardian System

Rubicon's first major project in the medical device field was the Guardian
embolization protection system ("Guardian System"), which was based on
technology licensed from the University of Southern California ("USC") in 1998.
The Guardian System is an occlusion balloon exchange guide wire designed to
enable angioplasty and stenting to be performed in the carotid and coronary
arteries without major embolic complications.

During 2003, after an in-depth review of the distal balloon embolic protection
marketplace, the Guardian System and its underlying technologies, and current
conditions (both inside Rubicon and within the industry), Rubicon decided to
attempt to license or sell the Guardian System and its related assets to a third
party rather than complete final development and the regulatory approval process
of the product in-house. This decision was based in part on Rubicon's
determination that it did not have the financial capability and personnel to
fund the clinical trials of two devices simultaneously, and it preferred to
focus its primary efforts on the Rubicon Filter. To date, Rubicon has not been
successful in selling or licensing the manufacturing and marketing rights to the
Guardian System and it has temporarily suspended marketing and development
activities with respect to the Guardian System.

Rubicon's license agreement with USC grants it the exclusive worldwide right to
the licensed patents and products derived under such patents for use in
diagnostic and therapeutic procedures related to the carotid artery or other
arteries and veins in the body. This license generally permits Rubicon to take
the initial designs developed by USC, make improvements to them, and then
manufacture and sell the products anywhere in the world. Under the terms of the
licensing agreement, Rubicon is required to pay USC royalties of 3% of the net
sales price it receives from products developed from the licensed technology and
15% of all revenues it receives from the sublicense of any product, with a
minimum royalty of $5,000 per year. Additionally, Rubicon is required to
maintain certain levels of insurance and indemnify USC from potential liability
related to the products. Rubicon's agreement with USC is for a period that
expires on the earlier of the expiration of the USC patents or fifteen years
from the date of the agreement. The agreement may be terminated by USC on 45
days' notice if Rubicon breaches material terms of the agreement such as not
maintaining the required insurance coverage or sublicensing the agreement to
third parties without following the proper procedures outlined in the agreement.

Manufacturing

Rubicon operates a 31,500 square foot manufacturing facility that also houses
its corporate offices. The facility contains one large 5,000 square foot clean
room, and a smaller 1,250 square foot research and development clean room.
Rubicon is engaged in the manufacturing of the Rubicon Filter and the capture
catheter system that is used in connection with the filter, together called the
Rubicon Filter Embolic Protection Kit. Rubicon has an on-site machine shop that
manufactures specialized tooling and fixtures that are used to manufacture the
Rubicon Filter and Capture Catheter systems. Rubicon operates its manufacturing
under a controlled system that conforms to EN13485 and other applicable
regulatory standards and guidelines. Rubicon believes that most components used
in the manufacture of its products are readily fabricated from commonly
available raw materials or off-the-shelf items available from multiple sources
of supply. The fabricated items are custom made to Rubicon's specifications and
then assembled at Rubicon's facilities. Rubicon believes that redundant capacity
exists at the suppliers and that alternative sources of supply are available or
could be developed within a reasonable period of time. The reduction or
interruption in supply, an inability to develop alternative sources if required,
or a significant increase in the price of raw materials or components could
adversely affect Rubicon's operations and financial condition.

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<PAGE>

Research and Development

The Rubicon Filter, which was invented by Richard J. Linder and engineered by
Rubicon's internal research and development personnel, was recently cleared for
sale in Europe and other countries where CE Mark approval is recognized. While
Rubicon has another technology that has been developed in previous years, the
Guardian balloon embolic protection system, this technology is no longer being
actively developed because of limited resources available to develop multiple
projects and what Rubicon believes is a less desirable market for the Guardian
technology. Rubicon believes that the Rubicon Filter is a much more marketable
product and has therefore invested substantially all of its research and
development resources in its development.

Rubicon is developing multiple size iterations of the Rubicon Filter, such as a
4mm filter, and is pursuing other technologies in the embolic protection and
stent delivery fields.

Medical Advisory Board

Rubicon has utilized a Medical Advisory Board that assists it in evaluating
existing products, analyzing potential new products, and keeping Rubicon abreast
of developments in the rapidly changing medical industry. The Medical Advisory
Board consists of doctors in fields of expertise directly related to Rubicon's
products, markets, and research. Each member of the Medical Advisory Board
entered into a consulting contract with Rubicon pursuant to which he was granted
awards of restricted stock and/or stock options. The members of Rubicon's
Medical Advisory Board are:

         Donald Baim, MD, Professor of Medicine, Brigham & Women's Hospital,
Harvard Medical School; Director, Center for Integration of Medicine and
Innovative Technology (CIMIT), Boston, Massachussetts.

         William A. Gray, MD, Interventional Cardiologist and Director of
Endovascular Care, Swedish Heart Institute, Seattle, Washington.

         Randall Higashida, MD, Clinical Professor of Radiology and
Neurosurgery, Chief, Division of Interventional Neurovascular Radiology,
University of California at San Francisco, San Francisco, California.

         John Jacobs, MD, Neuro-interventional Radiology and Neurosurgery, IHC
Hospital Systems, LDS Hospital, Cottonwood Hospital, University of Utah, Salt
Lake City, Utah.

         Barry Katzen, MD, Medical Director, Miami Cardiac & Vascular Institute,
Baptist Hospital, Miami, Florida.

         Donald Larsen, MD, Associate Professor of Neurological Surgery,
Neuro-interventional Section, USC University Hospital, Los Angeles, California.

         Ajay Wakhloo, MD, Ph.D, Professor of Radiology and Neurological
Surgery, Chief, Section of Interventional Neuroradiology, University of Miami
School of Medicine, Jackson Memorial Hospital, Miami, Florida.

Patents

Rubicon has filed for patent protection on the Rubicon Filter and in the areas
of stent delivery systems and combination devices of stent delivery systems with
embolic protection. Rubicon has also filed for patent protection to protect
various customized manufacturing processes and techniques that were developed by
Rubicon's engineers. These applications are in the early stages and no
assurances can be given that any patents will issue. In addition, as discussed
in "Item 1. Business: Recent Events," Rubicon acquired certain additional
patents and patent applications subsequent to the end of the fiscal year.

The Guardian System as developed by USC, Dr. Teitelbaum, its inventor, and
Rubicon has received patent protection in Japan, the United States, Canada and

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Australia. A patent application on the Guardian System has also been filed in
Europe but not yet approved.

Rubicon relies on a combination of patents, trademarks, trade secrets and
non-disclosure agreements to protect its intellectual property. Rubicon
generally files patent applications in the United States and foreign countries
where patent protection for its technology is appropriate and available. In
addition, Rubicon holds exclusive and non-exclusive licenses to third party
technologies covered by patents and patent applications. There can be no
assurance that pending patent applications will result in issued patents, that
patents issued to or licensed by Rubicon will not be challenged or circumvented
by competitors, or that such patents will be found to be valid or sufficiently
broad to protect Rubicon's technology or to provide Rubicon with a competitive
advantage. Rubicon relies on non-disclosure and non-competition agreements with
employees, consultants and other parties to protect, in part, trade secrets and
other proprietary technology. There can be no assurance that these agreements
will not be breached, that Rubicon will have adequate remedies for any breach,
that others will not independently develop equivalent proprietary information or
that third parties will not otherwise gain access to Rubicon's trade secrets and
proprietary knowledge.

There has been substantial litigation regarding patent and other intellectual
property rights in the medical device industry. There are risks that Rubicon's
activities will require it to defend itself against claims and legal actions
alleging infringement of the patent rights of others and adverse determinations
in any patent litigation could subject Rubicon to significant liabilities to
third parties, could require Rubicon to seek licenses from third parties, and
could conceivably prevent Rubicon from marketing certain products. Additionally,
Rubicon may find it necessary to initiate litigation to enforce its patent
rights, to protect its trade secrets or know-how, and to determine the scope and
validity of the proprietary rights of others. Patent litigation can be costly
and time-consuming, and there can be no assurance that Rubicon's litigation
expenses will not be significant in the future or that the outcome of any
litigation will be favorable to Rubicon.

As Rubicon's business continues to develop, it may be exposed to risks of
litigation in connection with the testing, marketing and sale of products,
specifically product liability claims. Rubicon intends to obtain product
liability insurance prior to commencing manufacturing or marketing of any
products. However, there can be no assurance that product liability claims will
not exceed such insurance coverage limits or that such insurance will be
available to Rubicon on commercially reasonable terms, if at all. As a result of
Boston Scientific's recent aquisition of control of Rubicon, Boston Scientific
may elect to manage insurance for Rubicon in accordance with its own policies.

Employees and Associated Persons

Rubicon has 55 full-time employees and one part-time employee. None of such
employees is represented by any collective bargaining organization and Rubicon
believes its relationship with its employees to be satisfactory.

Facilities

On December 1, 2003, Rubicon relocated to a new facility at 3598 West 1820
South, Salt Lake City, Utah. The 31,500 square-foot facility houses two clean
rooms that meet "100,000-Class" specifications, a 5,000-square-foot main
production clean room, a 1,250-square-foot research and development clean room,
and the Company's executive offices. Rubicon believes this facility will be
adequate to meet its current needs and it does not anticipate any need to expand
beyond such space during the next twelve months.

Competition

Rubicon expects to encounter significant competition in its proposed product
markets from various entities, almost all of which have greater financial and
marketing resources than Rubicon. Rubicon's primary competitors include Cordis,
Guidant, Johnson & Johnson, MedNova/Abbott Laboratories, EV3, and Medtronic. In
addition, the worldwide medical device markets are dynamic and highly
competitive, with significant market share volatility, particularly with the
recent approval of drug eluting stents. Rubicon also faces competition from
non-medical device companies, such as pharmaceutical companies, which may offer

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non-surgical alternative therapies for disease states that are proposed to be
treated using Rubicon's products. Rubicon believes that its products will
compete primarily on the basis of their ability to safely and effectively
perform therapeutic procedures in a less-invasive manner, ease of product use,
product reliability and physician familiarity. Rubicon believes that its
competitive success will depend upon its ability to create and develop new and
effective technologies, obtain regulatory approval for the Rubicon Filter,
attract and retain skilled development personnel, obtain patent or other
protection for its products, and manufacture and successfully market its
products either directly or through third parties.

Regulation

The medical devices proposed to be manufactured and marketed by Rubicon are
subject to regulation by numerous regulatory bodies, including the U.S. Food and
Drug Administration ("FDA") and comparable international regulatory agencies.
These agencies require manufacturers of medical devices to comply with
applicable laws and regulations governing the development, testing,
manufacturing, labeling, marketing and distribution of medical devices. Devices
are generally subject to varying levels of regulatory control, the most
comprehensive of which requires that a clinical evaluation program be conducted
before a device receives approval for commercial distribution.

In the United States, permission to distribute a new device generally can be met
in one of two ways. The first process requires that a pre-market notification
(the "510(k) Submission") be made to the FDA to demonstrate that the device is
substantially equivalent to a legally marketed device that is not subject to
pre-market approval ("PMA"). Applicants must compare this device to one or more
similar devices commercially available in the United States and make and support
their substantial equivalency claims. Rubicon does not anticipate that the
510(k) Submission process will be available for either the Guardian System or
the Rubicon Filter.

The second process requires that an application for PMA be made to the FDA to
demonstrate that the device is safe and effective for its intended use as
manufactured. This approval process applies to certain Class III devices and it
is anticipated that both the Guardian System and the Rubicon Filter would
require PMA approval in the United States. In this case, two steps of FDA
approval are generally required before marketing in the United States can begin.
First, the applicant must comply with IDE regulations in connection with any
human clinical investigation of the device in the United States. Second, the FDA
must review the applicant's PMA application which contains, among other things,
clinical information acquired under the IDE. The FDA will approve the PMA
application if it finds that there is a reasonable assurance that the device is
safe and effective for its intended purpose. The FDA can ban certain medical
devices, detain or seize adulterated or misbranded medical devices, order
repair, replacement or refund of these devices, and require notification of
health professionals and others with regard to medical devices that present
unreasonable risks of substantial harm to the public health. The FDA may also
enjoin and restrain certain violations of the Food, Drug and Cosmetic Act and
the Safe Medical Devices Act pertaining to medical devices, or initiate action
for criminal prosecution of such violations.

There can be no guarantees as to when a U.S. clinical trial of the Rubicon
Filter might begin. As a result of Boston Scientific's recent acquisition of
control of Rubicon, it is anticipated that Boston Scientific will manage the
continued development and ultimately the clinical evaluation of Rubicon's
technology.

Rubicon obtained CE Mark approval for the Rubicon Filter on April 13, 2005 and
plans to begin marketing the device in Europe.

International sales of medical devices manufactured in the United States that
are not approved by the FDA for use in the United States, or are banned or
deviate from lawful performance standards, are subject to FDA export
requirements. The Export Reform Act of 1996 has simplified the process of
exporting devices which have not been approved for sale in the United States.
Exported devices are subject to the regulatory requirements of each country to
which the device is exported. Frequently, regulatory approval may first be
obtained in a foreign country prior to application in the United States to take
advantage of differing regulatory requirements. Rubicon recently completed CE
Mark registrations for the Rubicon Filter in accordance with the implementation
of various medical device directives in the European Union.

The process of obtaining clearance to market products is costly and
time-consuming in virtually all of the major markets in which Rubicon proposes

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to sell products and can delay the marketing and sale of new products. Countries
around the world have recently adopted more stringent regulatory requirements
which are expected to add to the delays and uncertainties associated with new
product releases, as well as the clinical and regulatory costs of supporting
such releases. No assurance can be given that any of Rubicon's proposed medical
devices will be approved on a timely basis, or at all.

In addition, regulations regarding the development, manufacture and sale of
medical devices are subject to future change. Rubicon cannot predict what
impact, if any, such changes might have on its business. Failure to comply with
regulatory requirements could have a material adverse effect on Rubicon's
business, financial condition and results of operations.

Rubicon is also subject to environmental laws and regulations and Rubicon's
operations, like those of other medical device companies, involve the use of
substances regulated under environmental laws, primarily in manufacturing and
sterilization processes. Rubicon believes that compliance with environmental
laws will not have a material impact on its operations. However, given the scope
and nature of these laws and the evolving nature of Rubicon's business
operations, there can be no assurance that environmental laws will not have a
material impact on Rubicon in the future.

The Boston Scientific Transactions

On July 17, 2003, Boston Scientific Corporation ("Boston Scientific") purchased
2,000,000 shares of the Company's common stock for $2,000,000 in connection with
a term sheet and agreement entered into between the parties. On October 29,
2003, Rubicon, Boston Scientific, and Nemo I Acquisition, Inc., a wholly owned
subsidiary of Boston Scientific ("Acquisition Corp.") entered into a transaction
agreement dated as of October 29, 2003 (the "Transaction Agreement") and a
registration rights agreement dated as of October 29, 2003 (the "Registration
Rights Agreement"). The Transaction Agreement was subsequently amended on
September 30, 2004 and was amended and restated on April 13, 2005. Boston
Scientific and Acquisition Corp. also concurrently entered into Option
Agreements (the "Option Agreements") dated as of October 29, 2003 with each of
Berger Family Enterprises, David B. Berger (the "Berger Stockholders"), Richard
J. and Marla A. Linder Family Limited Partnership and Richard J. Linder (the
"Linder Stockholders" and collectively with the Berger Stockholders, the
"Controlling Stockholders"). The Option Agreements were amended and restated on
April 13, 2005. The Amended and Restated Transaction Agreement, Registration
Rights Agreement and Amended and Restated Option Agreements are referred to
collectively in this report as the "Amended Agreements"). The Amended Agreements
superseded the original Transaction Agreement and Option Agreements.

The Amended Agreements are extremely complex and the following summary of
selected provisions of the Agreements is qualified in its entirety by reference
to the Agreements, copies of which are included as exhibits hereto.

         Purchase of Series A Preferred Stock

Pursuant to the terms of the Transaction Agreement, Boston Scientific purchased
1,090,147 shares of the Issuer's Series A Preferred Stock for $15 million in
cash, which shares are convertible into 10,901,470 shares of the Company's
Common Stock. Each share of the Series A Preferred Stock is entitled to: ten
votes per share on all matters submitted to a vote of the Company's
stockholders; a preference upon liquidation of the Company in the amount of
$13.76 per share; preemptive rights in connection with the issuance of any
additional securities by the Company; and the right to receive dividends in the
same amount that would have been paid if the Series A Preferred Stock had been
converted to shares of Common Stock immediately prior to the record date for any
such dividend. The foregoing description of the Series A Preferred Stock is
qualified in its entirety by reference to the Certificate of Designation of the
Voting Powers, Designation, Preferences and Other Special Rights and
Qualifications, Limitations and Restrictions of the Series A Preferred Stock
dated as of October 28, 2003, which is included as an exhibit hereto.

         Options to Acquire Controlling Stockholders' Stock/Offers to Other
         Stockholders

Pursuant to the terms of the Amended Agreements, the Controlling Stockholders
granted Boston Scientific the option to acquire all of their shares of Common
Stock (including all shares they were entitled to acquire upon the exercise of

                                       10
<PAGE>

stock options), for a cash purchase price of $1.50 per share in the case of the
Linder Stockholders and $0.79 per share in the case of the Berger Stockholders,
plus additional "earn-out" amounts of up to $1.44 per share if certain
performance milestones are achieved by the Company. The options were exercisable
by Boston Scientific for a one day period commencing with the execution of the
Amended Agreements and Boston Scientific exercised the options on April 13,
2005. Because Boston Scientific exercised its purchase option to acquire the
shares of the Controlling Stockholders, it is required to also commence a cash
tender offer to acquire the shares of Common Stock held by all other
stockholders at a price of $1.50 per share plus the additional earn-out amounts.
Following consummation of the tender offer, Acquisition Corp. is required to
effectuate a merger of Acquisition Corp. and the Company (the "Second-Step
Merger"), subject to the satisfaction or waiver of certain conditions precedent.
The merger consideration in the Second-Step Merger will be the consideration
offered to the Company stockholders in the tender offer, subject to the right of
dissenting stockholders to exercise their statutory appraisal rights.

The Option Agreements also required the Controlling Stockholders to vote their
shares of Common Stock against any actions or agreements that could impair the
ability of Boston Scientific to exercise its options and in favor of matters
relating to consummation of the transactions contemplated by the Agreements and
limited the number of shares that could be sold by the Controlling Stockholders
outside the Option Agreement to a total of 3,500,000 shares.

In order to induce the Controlling Stockholders to enter into the Option
Agreements, the Company agreed to indemnify and hold each Controlling
Stockholder harmless from any damages he or it may incur that arise out of or
are based upon such Controlling Stockholder's breach or alleged breach of any
duty owing or alleged to be owing by such person, as a controlling stockholder
of the Company, to the minority stockholders of the Company under or in
connection with the Option Agreement or the Transaction Agreement, the execution
of such agreements or the consummation of the transactions contemplated by such
agreements. The foregoing description is qualified in its entirety by reference
to the Indemnification Agreement - Controlling Stockholders, dated as of
September 26, 2003, which is included as an exhibit hereto.

         Earn-Out Payments

The Amended Agreements generally provide for potential earn-out payments in the
amounts and subject to the Company's achievement of the performance milestones
described below.

Milestone 1. An additional $0.48 per share is payable to the Company's
stockholders whose Common Stock is acquired by Boston Scientific or Acquisition
Corp. at such time as the Company receives approval from the FDA for commercial
release of the Rubicon Filter or another device of Boston Scientific,
Acquisition Corp. or another subsidiary or affiliate of Boston Scientific that
(a) incorporates the Company's constraint and actuation technologies, (b) would
otherwise infringe a valid and enforceable patent claim of the Company's
intellectual property, and (c) is for an embolic protection indication for one
of the following disease or anatomical indications: carotid artery, acute
myocardial infarction, native coronary vessels, coronary vein grafts or renal
arteries (the "Rubicon Products").

Milestone 2. An additional $.50 per share is payable to the Company's
stockholders whose shares are acquired by Boston Scientific or Acquisition
Corp., if and when net sales of the Rubicon Products exceed $50 million during a
period of 12 or fewer consecutive months during the first five years following
achievement of Milestone 1.

Milestone 3. An additional $.46 per share is payable to the Company's
stockholders whose shares are acquired by Boston Scientific or Acquisition
Corp., if and when net sales of the Rubicon Products exceed $100 million during
a period of 12 or fewer consecutive months during the first five years following
achievement of Milestone 1.

The Company stockholders eligible to receive earn-out payments are those whose
shares of the Company's Common Stock were purchased pursuant to the purchase
option described above or are purchased pursuant to the tender offer described
above or whose shares are converted into the right to receive the merger
consideration pursuant to the Second Step Merger.

                                       11
<PAGE>

         Registration Rights Agreement

Pursuant to the terms of the registration rights agreement, the Company granted
Boston Scientific and Acquisition Corp. certain demand and "piggy back"
registration rights with respect to the 2,000,000 shares of the Common Stock
acquired by Boston Scientific in July 2003 and the 10,901,470 shares of the
Common Stock issuable upon conversion of the Series A Preferred Stock, subject
to the conditions set forth therein. The demand registration rights may not be
exercised during the term of the Transaction Agreement.

         Additional Terms and Conditions

The Agreements contain various additional terms and conditions, including but
not limited to, representations and warranties of the parties, conditions to the
closings of the various transactions, restrictions on the Company's ability to
conduct its business outside the ordinary course without the prior consent of
Boston Scientific, events of termination, and a prohibition on the Company's
solicitation of competing transactions.

Corporate History

Rubicon was originally incorporated in Delaware in June 1989 under the name
"Hi-Tech Ventures, Inc." ("Hi-Tech"). In October 2000, Hi-Tech acquired Rubicon
Medical, Inc., a Utah corporation, in a transaction treated as a "reverse
acquisition" for accounting purposes. In connection with the transaction,
Rubicon Medical, Inc. became a wholly-owned subsidiary of Hi-Tech, the directors
and officers of Rubicon Medical, Inc. were elected as the directors and officers
of Hi-Tech, and the name of Hi-Tech was changed to "Rubicon Medical
Corporation." Rubicon Medical, Inc. was originally organized as a Utah limited
liability company in 1996 and was converted to a Utah corporation in March 2000.

                                  RISK FACTORS

The conduct and growth of Rubicon's business is subject to several significant
risks, including those set forth below.

Rubicon's success depends on its ability to obtain the regulatory approvals
required for product sales. Rubicon's products cannot be sold in any country
until the necessary regulatory approvals have been obtained and Rubicon
anticipates that it must complete successful clinical trials of the products as
a prerequisite to obtaining the necessary approvals. No assurances can be given
that Rubicon will be able to commence or complete the clinical trials of its
products, that the clinical trials will be successful if conducted, or that
regulatory approval of its products will be obtained. The failure to receive
regulatory approvals would prevent Rubicon from generating product revenues and
would have a disastrous effect on its financial condition.

Rubicon is substantially dependent on Richard J. Linder, its co-founder,
President and CEO, and the loss of his services would have an adverse effect on
its business. Rubicon is dependent on Richard J. Linder, the chief executive
officer of Rubicon and the inventor of the Rubicon Filter, to operate the
company and the loss of his services may be expected to have an adverse impact
on its operations until such time as he could be replaced, if he could be
replaced. Rubicon has entered into a five-year employment agreement with Mr.
Linder and carries key man life insurance on the life of Mr. Linder, but no
assurance can be given that the proceeds from such policy would be adequate to
compensate Rubicon for the loss of Mr. Linder's services.

The limited operating history and limited resources of Rubicon put it at a
significant competitive disadvantage in the medical device industry. Rubicon
competes with many other businesses, almost all of which have substantially
greater resources and longer track records than Rubicon. Rubicon's competitors
include Cordis, Guidant, Johnson & Johnson, MedNova/Abbott Laboratories, EV3,
and Medtronic. The intense competition among medical device manufacturers, and
Rubicon's relative lack of resources may prevent it from successfully competing
in the marketplace for medical devices and in obtaining new technologies for
development.

The shares of common stock available for sale in the future could adversely
affect the market price for Rubicon's common stock. Approximately all of the
54,831,834 issued and outstanding shares of Rubicon's common stock are freely
tradable or eligible for resale under Rule 144 promulgated under the Securities
Act of 1933, as amended. The 2,000,000 shares purchased by Boston Scientific are
eligible for resale under Rule 144 and the 10,901,470 shares issuable upon
conversion of the outstanding Series A Preferred Stock are also eligible for
resale under Rule 144, subject to conversion of the preferred stock. Sales of

                                       12
<PAGE>

substantial amounts of this common stock in the public market could adversely
affect the market price for Rubicon's common stock.

The price for Rubicon's stock could be volatile. Market prices for Rubicon's
common stock are subject to significant fluctuation in response to many factors,
including: the receipt or failure to receive regulatory approval for its
products; the acquisition or disposition of technologies; variations in
Rubicon's results of operations; investors' perception of Rubicon and its
potential for success; developments with regard to Rubicon's activities,
financial condition and management; investors' perceptions of the medical device
industry in general; supply and demand; interest rates; and general economic
conditions.

Control by Principal Stockholder. Boston Scientific holds shares representing
over 50% of Rubicon's total voting power. As a result, Boston Scientific is
effectively able to control the management and policies of Rubicon through its
ability to determine the outcome of elections for Rubicon's board of directors
and other matters requiring the vote or consent of shareholders.

Item 2. Description of Property

On December 1, 2003, Rubicon relocated to a new facility at 3598 West 1820
South, Salt Lake City, Utah. The 31,500 square-foot facility houses two clean
rooms that meet "100,000-Class" specifications, a 5,000-square-foot main
production clean room, a 1,250-square-foot research and development clean room,
and the Company's executive offices. Rubicon previous leased the facility
pursuant to an Assignment and Assumption of Lease Agreement entered into with
Catheter Innovations, Inc., a subsidiary of Boston Scientific Corporation. The
term of that lease was for one year with an option to extend the lease for an
additional year through December 1, 2005. On July 16, 2004 Rubicon entered into
an Industrial Lease directly with WDCI, Inc., the landlord of the building. The
term of the lease is for two years beginning December 1, 2004 and ending
November 30, 2006. Monthly rent, including fees for property taxes and common
area, is approximately $12,221 for the first year and will increase to 12,841 in
the second year Rubicon believes this facility will be adequate to meet its
current needs and it does not anticipate any need to expand beyond such space
during the next twelve months.

Rubicon does not currently make investments in real estate properties, real
estate mortgages, or the securities of persons primarily engaged in real estate
activities.

Item 3. Legal Proceedings

On April 14, 2005, a purported class action complaint was filed in the New
Castle County Court of Chancery for the State of Delaware against Rubicon, the
directors of Rubicon, Boston Scientific and Acquisition Corp., generally
alleging breaches of fiduciary duties and seeking to enjoin Boston Scientific's
proposed acquisition of Rubicon's publicly owned shares. Except for the
foregoing, Rubicon is not a party to any pending legal proceedings and, to the
best of its knowledge, no litigation against Rubicon has been threatened.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to Rubicon's security holders during the fourth
quarter of the fiscal year ended December 31, 2004.

Part II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities

Market Information

Rubicon's common stock is quoted on the OTC Bulletin Board under the symbol
"RMDC." On April 8, 2005, the high bid and low asked prices for Rubicon's common
stock on the OTC Bulletin Board were $1.51 and $1.53, respectively.

                                       13
<PAGE>

The following table sets forth the high and low bid quotations for Rubicon's
common stock on the OTC Bulletin Board for the fiscal years ended December 31,
2004 and December 31, 2003, respectively.

                                            High Bid          Low Bid
                                            --------          -------
         2004
         ----
         First Quarter                       $ 1.77            $ 0.81
         Second Quarter                        1.34              0.95
         Third Quarter                         1.30              0.86
         Fourth Quarter                        1.22              0.83

                                            High Bid          Low Bid
                                            --------          -------
         2003
         ----
         First Quarter                       $ 0.21            $ 0.07
         Second Quarter                        0.67              0.14
         Third Quarter                         1.04              0.51
         Fourth Quarter                        1.18              0.79


The foregoing quotations represent inter-dealer prices without retail mark-up,
mark-down, or commission, and may not represent actual transactions.

Rubicon has never paid cash dividends on its common stock and does not
anticipate paying cash dividends in the foreseeable future.

At April 8, 2005, there were 185 holders of record of Rubicon's common stock,
including broker-dealers and clearing firms holding shares on behalf of their
clients, each of which is counted as a single stockholder, as reported by
Rubicon's transfer agent.

Transfer Agent

Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111,
telephone (801) 355-5740, serves as the transfer agent and registrar for
Rubicon's common stock.

Recent Sales of Unregistered Securities

The Registrant did not sell any unregistered securities during the fiscal year
ended December 31, 2004.

Issuer Purchases of Equity Securities

Rubicon has not adopted a stock repurchase plan and it did not purchase any
shares of its equity securities during the last three months of the year ended
December 31, 2004.

Item 6. Management's Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with Rubicon's audited
financial statements, which are included elsewhere in this report. The following
information contains forward-looking statements.

General

Rubicon conducts research and development activities to develop medical
technologies that will be manufactured and marketed worldwide. The primary focus
of our research and development activities is the Rubicon Filter. The Rubicon
Filter is an embolic protection device designed for use in interventional
vascular procedures to reduce embolic complications during stenting. We intend
to use the Rubicon Filter platform to launch additional products for use in
various other areas of the vasculature system.

                                       14
<PAGE>

Recent Events

For important information about recent material developments see Item 1.
Business: Recent Material Events."

Results of Operations

         Revenue and Profits

The Company did not have revenue in 2004, compared to $12,000 for the year
ending December 31, 2003. The lack of significant revenues, coupled with
substantially increased operating expenses in connection with the Rubicon Filter
as discussed below, resulted in a net loss of $6,726,000 in 2004, compared to
net loss of $4,729,000 in 2003.

The Company had hoped to obtain European regulatory approval for the use of the
Rubicon Filter in both saphenous vein graphs and in carotid stenting procedures
and begin generating revenues in 2004. However, due to a longer than anticipated
European regulatory approval process, the Company did not obtain CE Mark
clearance until April 2005 and did not generate revenue in 2004. Rubicon plans
to commence marketing the Rubicon Filter in certain European countries and other
countries where the CE Mark clearance is accepted. Therefore, we anticipate the
Rubicon Filter will begin to generate revenues during 2005, although no
assurances can be given that the Rubicon Filter will be marketed in Europe
successfully. As a result of Boston Scientific's recent acquisition of control
of Rubicon, it is anticipated that Boston Scientific will manage the marketing
and distribution functions for the Rubicon Filter in Europe and the other
countries where CE Mark approval is recognized.

         Operating Expenses

Total operating expenses, which include depreciation and amortization expenses,
general and administrative (G&A) expenses, and expenses for research and
development (R&D), increased to $6,907,000 in 2004, compared to $4,825,000 in
2003. The significant increase in operating expenses for 2004 was primarily due
to increased payroll costs related to increases in the number of Company
personnel and other costs associated with efforts to obtain CE Mark approvals
and to commence the U.S. FDA approval process.

         General and Administrative (G&A)

G&A expenses increased to $4,157,000 in 2004 compared to $3,357,000 in 2003. The
increase in 2004 was predominalty due to increased payroll costs associated with
Company growth . During the year ended December 31, 2004, the Company expanded
its work force substantially in preparation for the anticipated marketing,
manufacturing and distribution of the Rubicon Filter. Since late 2003, the
Company has more than quadrupled its workforce and has maintained a larger, more
sophisticated facility. These changes have provided the Company with additional
resources it believes will be necessary to conduct it's U.S. clinical trials and
sustain anticipated future operations. As a result of hiring new employees, G&A
salary expense, including taxes and benefits, increased to $1,940,000 in 2004,
compared to $953,000 for the same period in 2003. Furthermore, sales &
marketing, quality assurance and legal expenses increased by a total of $324,000
in 2004 to $964,000 compared to $640,000 for same period in 2003.

Sizeable increases in G&A expenses during 2004, as discussed above, were offset
by a decrease in the non-cash variable stock option compensation expense. During
the second quarter of 2003, Rubicon re-priced all its outstanding stock options
to a new exercise price of $.22 per share (the then current market price of
Rubicon's common stock), making the options variable stock options for
accounting purposes. Under variable accounting, Rubicon adjusted compensation
expense each quarter based on the number of outstanding re-priced options and
the change in the stock price during the period. Subsequent increases or
decreases to compensation expense are dependent upon the fluctuations in the
market price of the Company's common stock. Rubicon's common stock had a market
price of $1.15 on December 31, 2004, which resulted in a $32,000 non-cash
reduction to compensation expense for the fourth quarter 2004, and a $715,000
expense for the 2004 fiscal year, compared to variable stock option expense of
$62,000 for the fourth quarter in 2003 and a $1,091,000 expense for the 2003
fiscal year.

                                       15
<PAGE>

We expect G&A expenses will continue to increase as we continue to expand our
operations and begin manufacturing and distribution of the Rubicon Filter.
However, we do not anticipate that future increases will be as substantial as
they were during 2004.

         Research and Development (R&D)

During the year ended December 31, 2004 the Company was engaged in the European
regulatory approval process for the Rubicon Filter and has been preparing for
the U.S. clinical trial process, whereas in the comparable periods of 2003, the
regulatory approval process was just beginning. As a result, our investment in
R&D, including salaries and consulting expenses, increased to $2,510,000 in
2004, compared to $1,390,000 for the same period in 2003.

We anticipate research and development expense will continue to increase as we
move closer to the United States approval process. The costs of conducting
clinical trials in the U.S. are expected to be much greater than those
associated with the clinical trials in Europe. At the present time, the Company
projects that over the next eighteen months, it may invest more than $8 million
dollars to conduct U.S. clinical trials. However, the timing of such
expenditures will depend on the completion research and development as well as
the various clinical phases and it is difficult to predict when such expenses
will be incurred. As a result of Boston Scientific's recent acquisition of
control of Rubicon, it is anticipated that Boston Scientific will manage the
Company's research and development activities and may make changes to the
Company's plans as described above.

         Depreciation and Amortization

During the year ending December 31, 2004, as discussed below in the section
captioned "Liquidity and Capital Resources," the Company made substantial
investments in both capital equipment and intangible assets. As a result,
depreciation and amortization expenses increased to $240,000 for the period
ending December 31, 2004, compared to $78,000 for the same period in 2003. We
expect this trend to continue in 2005 as we continue to invest in capital
equipment to improve our manufacturing processes and develop new technologies.

Liquidity and Capital Resources

The Company's operations have not generated sufficient cash flows to support our
current cash requirements and we are continuing to use working capital to fund
our expanding operations. As a result, net cash used in operating activities,
including adjustments for depreciation and other non-cash operating expenses,
increased to $6,152,000 for the year ending December 31, 2004, compared to
$3,563,000 for the same period in 2003. We anticipate that working capital will
continue to be required to be the exclusive source for funding our operations
until we begin to generate revenues. As discussed above, during the year ending
December 31, 2003, Boston Scientific purchased two million shares of Rubicon
common stock for $2 million and also purchased 1,090,147 shares of Series A
Preferred Stock for $15,000,000, which substantially improved our working
capital. At December 31, 2004, Rubicon's working capital was $8,142,000 compared
to working capital of $14,723,000 at December 31, 2003. During 2004, Rubicon
invested $417,000 in property and equipment, compared to a $98,000 investment
for the same period in 2003. In 2004, the Company's investments in property and
equipment included manufacturing equipment and leasehold improvements to its
new, larger facility, that will be necessary to support the manufacturing of the
Rubicon Filter. We anticipate additional investments in property and equipment
will be required in 2005 as we continue to implement and improve the
manufacturing processes for the Rubicon Filter.

In addition, during 2004, the Company invested $404,000 in intangible assets to
file for additional patents for the Rubicon Filter, compared to a $127,000
investment for the same period in 2003. We anticipate that the development of
the Rubicon Filter and other technologies will require a continuing investment
in patent related costs as we continue to improve our technologies and file for
additional patents. However, we estimate the total cost to secure additional
patent rights will be slightly lower in 2005 than they were in 2004.

Net cash used in financing activities was $33,000 in 2004, compared to cash
provided by financing activities of $16,883,000 in 2003, primarily because of
Boston Scientific's two equity investments during 2003. During the year ending
December 31, 2004 the Company used cash to reduce its long-term debt by $44,000
and received $11,000 from the issuance of common stock, through the Company's

                                       16
<PAGE>

stock option plan, compared to a $117,000 reduction of long-term debt and the
receipt of $17,000,000 from the issuance of the Company's securities during the
same period in 2003.

In addition to the above financing activities, in 2004 the Company issued 40,000
stock options to two persons for consulting services with exercise prices equal
to the market price on the date of grant, that will vest over a five-year
period. The Company used the Black-Scholes option pricing model to estimate the
fair value of the options, and recorded $32,000 in deferred compensation that
will be expensed over the vesting period of the options. Furthermore, the
Company hired one of its consultants as a full time employee and reversed
$42,000 in deferred compensation that was recorded in 2003.

Due to unexpected delays in obtaining European regulatory approval and delays
associated with the commencement of U.S. clinical trial process, the Company
does not anticipate that it has sufficient capital to sustain its current level
of operations through the FDA approval process. However, as a result of Boston
Scientific's recent acquisition of control of Rubicon, it is anticipated that
Boston Scientific will provide the funding necessary to continue research and
development as well as support appropriate clinical activities.

Critical Accounting Policies

Rubicon carries patent rights purchased from outside parties and legal costs
incurred to obtain patents on internally developed technologies at cost, less
accumulated amortization, over the estimated useful lives of the patents.
Rubicon reviews its patent assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable through undiscounted future cash flows. Approximately $592,000 of
Rubicon's patent costs at December 31, 2004 are capitalized legal costs incurred
to obtain patents related to the Rubicon Filter. The realization of future cash
flows related to these patent costs will depend on whether Rubicon is able to
obtain regulatory approvals for its products and generate revenue from the sale
of those products. Future cash flows could also result from the sale of patent
rights. However, if it is determined that an impairment loss has occurred based
on a lack of sufficient future cash flows needed to recover the patent costs,
such loss will be recognized in the statement of operations in the period such
determination is made.

Off-Balance Sheet Arrangements

Rubicon leases its office and warehouse under a non-cancelable lease agreement
accounted for as an operating lease. The lease expires in November 2006. The
approximate future minimum rental payments under the non-cancelable operating
lease are $134,000 in 2005 and $130,000 in 2006. Except for the foregoing,
Rubicon has not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to
investors.

Item 7.  Financial Statements

The following financial statements are being filed with this report and are
located following the signature page.

Consolidated Financial Statements of Rubicon Medical Corporation and Subsidiary,
December 31, 2004

         Report of Independent Registered Public Accounting Firm
         Consolidated Balance Sheet, December 31, 2004
         Consolidated Statement of Operations for the years ended December 31,
           2004 and 2003
         Consolidated Statement of Stockholders' Equity for the years ended
           December 31, 2004 and 2003
         Consolidated Statement of Cash Flows for the years ended December 31,
           2004 and 2003
         Notes to Consolidated Financial Statements

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Rubicon has had no disagreements with its principal independent accountant with
respect to accounting practices or procedures or financial disclosure.

                                       17
<PAGE>

Item 8A. Controls and Procedures

The Registrant's President and CEO, and its Chief Financial Officer (the
"Certifying Officers"), are responsible for establishing and maintaining
disclosure controls and procedures for the Registrant. The Certifying Officers
have concluded (based on the evaluation of these controls and procedures as of
the end of the period covered by this report) that the design and operation of
the Registrant's disclosure controls and procedures (as defined in Rule
15d-15(e) under the Securities Exchange Act of 1934) are effective. No
significant changes were made in the Registrant's internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

Directors and Executive Officers

The following table sets forth the names, ages, and titles of the directors and
executive officers of Rubicon as of March 31, 2005.

                                                                         Held
                                                                       Position
Name                       Age                 Title                    Since*
----                       ---                --------                ----------
David B. Berger            50     Chairman of the Board and Director     2000
Richard J. Linder          35     President, Chief Executive Officer
                                  and Director                           2000
Brian C. Woolf             40     Chief Financial Officer                2003
Dennis M. Nasella          52     Secretary and Director                 2000
Randall Higashida          49     Director                               2001
Harold R. "Butch" Wolcott  58     Director                               2001

-----------------
* The term of office of each director is one year and until his or her
  successor is elected at Rubicon's annual shareholders' meeting and is
  qualified, subject to removal by the shareholders. The term of office
  for each officer is for one year and until a successor is elected at
  the annual meeting of the board of directors and is qualified, subject
  to removal by the board of directors.

Certain biographical information with respect to Rubicon's directors and
executive officers is set forth below.

David B. Berger. Mr. Berger has been employed by E.B. Berger, Inc., a Utah based
specialty subcontractor construction company since 1976. Mr. Berger co-founded
Rubicon Medical in 1996. Mr. Berger received his B.S. in Business Administration
from Weber State University and joined E.B. Berger, Inc. as a Project Manager
after graduation. He was promoted to Department Director, Chief Financial
Officer, and finally President and Chief Executive Officer of E.B. Berger, Inc.
in 1983. Mr. Berger has over 25 year's management experience in various aspects
of construction management. He has additional experience in real estate
development, industrial manufacturing, parts and components distribution, and
medical device manufacturing. Mr. Berger has been instrumental in building E.B.
Berger, Inc. to its current level of over 125 employees and has increased
shareholder value considerably during his tenure. Mr. Berger has participated as
a member of the board of directors of several companies and trade associations.
He was responsible for the development of Quest Plan 2000, a management and
corporate development initiative that streamlined operations and improved worker
efficiency.

Richard J. Linder. Mr. Linder is the President and Chief Executive Officer of
Rubicon Medical Corporation. Mr. Linder was the co-founder of Rubicon Medical
Corporation along with David B. Berger in 1996. Mr. Linder has extensive
experience in the medical products industry. He has additional experience in the
industrial and automotive manufacturing industry, consulting, human resource
management and organization development. Mr. Linder worked for E.B. Berger, Inc.
from 1995 to 1996 as Vice president of Human Resources and Organization
Development prior to co-founding Rubicon. From 1992 to 1995, Mr. Linder was

                                       18
<PAGE>

employed by Merit Medical Systems as its assistant director of organizational
development. Mr. Linder attended the University of Utah and Brigham Young
University majoring in behavioral science and business administration.

Brian C. Woolf. Mr. Woolf is and has been the Chief Financial Officer of Rubicon
Medical Corporation since September 2003. Mr. Woolf previously served as
Rubicon's controller from August 2000 to September 2003. From 1994 to August
2000, Mr. Woolf was controller of E.B. Berger Inc., a specialty subcontractor
construction company. Prior to 1994 he served as a senior case auditor for the
Standing Chapter 13 Trustee in Salt Lake City, and in a variety of other
financial and general management positions. He received a master's degree in
business administration from Webster University and a bachelor's degree in
finance from the University of Utah in Salt Lake City.

Dennis M. Nasella, CPA. Mr. Nasella is a certified public accountant and has
been employed by E.B. Berger, Inc. since 1993 as its chief financial officer.
Mr. Nasella also served as Rubicon's Chief Financial Officer from October 2000
through September 2003. Mr. Nasella received his B.S. in Business Administration
and Finance from California Western University and has been in public and
private accounting. He has over 25 years experience in finance, accounting and
financial audit work, most as a senior manager.

Randall T. Higashida, MD. Dr. Higashida received his MD degree from the Tulane
University School of Medicine in 1980. Since 1994, he has been a Clinical
Professor of Radiology and Neurological Surgery in the Division of
Interventional Neurovascular Radiology at the University of California, San
Francisco. He has been Director and Chief of the Division since 1996.

Harold R. "Butch" Wolcott. Mr. Wolcott has 34 years' experience in newly-formed
venture capital financed corporations, as well as multi-million dollar medical
device businesses with international operations. From October 2002 to the
present, Mr. Wolcott has been self-employed as a consultant in the medical
device industry and has managed his own investments. From November 2001 to
September 2002, he was chief operating officer of Rubicon Medical Corporation.
From 1992 to 1999, he was Executive Vice President and General Manager of
Ballard Medical Products of Draper, Utah, where he was involved with all aspects
of the corporation's day-to-day management. He was a key participant in the sale
of Ballard Medical to Kimberly-Clark in 1999. From 1999 to his appointment to
Rubicon's Board of Directors, Mr. Wolcott was on the boards of directors of
several other companies.

Changes in Management

Pursuant to the terms of the Amended and Restated Transaction Agreement,
following Boston Scientific's acquisition of the shares subject to the Amended
and Restated Option Agreements, it is entitled to designate a majority of the
directors serving on Rubicon's Board of Directors.

Board of Director Meetings and Committees

The Board of Directors held nine meetings during the fiscal year ended December
31, 2004. The directors also discussed the business and affairs of Rubicon
informally on several occasions throughout the year and took several actions
through unanimous written consents in lieu of meetings. In 2003, the board of
directors also appointed a special committee consisting of independent directors
to make a recommendation with respect to the Transaction Agreement with Boston
Scientific. The special committee did not hold any meetings during the fiscal
year ended December 31, 2004. The special committee was reconvened in 2005 to
make a recommendation with respect to the Amended Agreements.

The Board of Directors has not appointed any standing committees at this time.
There is no separately-designated standing audit committee at this time and the
entire Board of Directors acts as the Company's audit committee. The Board of
Directors does not have an independent "financial expert" because it does not
believe the scope of the Company's activities to date have justified the
expenses involved in obtaining such a financial expert. In addition, the
Company's Common Stock is not listed on a national exchange and the Company is
not subject to the special corporate governance requirements of such exchanges.

                                       19
<PAGE>

Code of Ethics

During the fiscal year ended December 31, 2004, the Company adopted a Code of
Ethics that applies to its executive officers, including its principal
executive, financial and accounting officers. A copy of this Code of Ethics is
included as an exhibit to this report and will be provided to any person without
charge, upon request directed to: Rubicon Medical Corporation, Atten: Chief
Financial Officer, 3598 West 1820 South, Salt Lake City, Utah 84104.

Section 16(a) Beneficial Ownership Reporting Compliance

Rubicon is not subject to Section 16(a) of the Securities Exchange Act of 1934,
as amended, and its directors and officers are not required to file Section
16(a) reports.

Item 10.  Executive Compensation

Summary Compensation

The following table sets forth, for Rubicon's last three fiscal years, the
annual and long-term compensation earned by, awarded to, or paid to the person
who served as Chief Executive Officer of Rubicon (the "Named Executive
Officer"). No other officers of Rubicon or its subsidiaries received annual
compensation in excess of $100,000 during the last three fiscal years.
<TABLE>
<CAPTION>
                                                                                            Long Term Compensation
                                                                                 ---------------------------------------------
                                                  Annual Compensation                    Awards                 Payouts
                                         --------------------------------------- ------------------------ --------------------
             (a)                 (b)         (c)           (d)          (e)          (f)         (g)         (h)       (i)
                                                                       Other
                                                                      Annual      Restricted   Securities              All
                               Year                                   Compen-        Stock     Underlying    LTIP      Other
 Name and Principal Position   Ended        Salary        Bonus        sation       Award(s)    Options/    Payouts   Compen-
                               Dec. 31       ($)           ($)           ($)           ($)         SARs       ($)      sation
                                                                                                   (no.)                 ($)
------------------------------ --------- ------------- ------------- ----------- ------------ ----------- ---------- ---------
<S>                              <C>     <C>            <C>              <C>        <C>          <C>         <C>        <C>
Richard J. Linder (CEO)(1)       2004    $150,000       $ 90,000         $17,000     --           --         --         --
                                 2003    $150,000       $150,000         $17,271     --           --         --         --
                                 2002    $112,000             --         $14,194     --           --         --         --

Brian C. Woolf                   2004    $ 95,000       $ 20,000
--------------------
</TABLE>
(1) Other annual compensation consisted of: $6,000 in 401(k) contributions and
    $11,000 for personal use of a company car in 2004; $6,000 in 401(k)
    contributions and $11,271 for personal use of a company car in 2003; and
    $3,615 in 401(k) contributions and $10,579 for personal use of a company car
    in 2002.

Option/SAR Grants in Last Fiscal Year

There were no individual grants of options and stock appreciation rights
("SARs") made to the Named Executive Officers during the fiscal year ended
December 31, 2004.

                                       20
<PAGE>

Aggregate Option/SAR Exercises in Last Fiscal Year and Year End Option/SAR
Values

The following table sets forth information with respect to the exercise of
options and SARs during the last completed fiscal year by the Named Executive
Officers and the fiscal year end values of unexercised options and SARs.
<TABLE>
<CAPTION>
------------------------ ------------------ --------------- -------------------------- ---------------------------
          (a)                    (b)             (c)                   (d)                         (e)
                                                                    Number of
                                                                    Securities            Value of Unexercised
                                                             Underlying Unexercised    In-the-Money Options/SARs
                                                             Options/SARs at FY End            at FY End
                                                                     (no.)                         ($)
                          Shares Acquired       Value             Exercisable/                Exercisable/
         Name            on Exercise (no.)   Realized ($)         Unexercisable              Unexercisable
<S>                            <C>                <C>           <C>                       <C>
Richard J. Linder               --                --             720,000/480,000          $670,000/$446,000(1)
Brian C. Woolf                  --                --             132,000/168,000          $123,000/$156,000(1)
----------------
</TABLE>
(1) Based on the closing price for the Company's common stock of $1.15 on
December 31, 2004.

Directors' Compensation

Rubicon reimburses its directors for costs incurred by them in attending
meetings of the Board of Directors and its Committees. Rubicon does not
currently pay any separate compensation to persons who serve on the Board of
Directors.

During the year ended December 31, 2004, Rubicon paid $ 7,957 in medical
insurance premiums for Harold R. Wolcott, a director and former Chief Operating
Officer of the Company.

Medical Advisory Board Compensation

During May 2000, Rubicon granted a total of 473,334 shares of its restricted
common stock to the members of its Medical Advisory Board for one year's service
on the Advisory Board. In November 2001, Rubicon entered into eighteen-month
agreements with the members of its Medical Advisory Board pursuant to which it
granted options entitling the Advisory Board members to purchase a total of
530,000 shares of Rubicon Common Stock at an exercise price of $1.00 per share,
which was reduced to $0.22 per share in April 2003 in connection with Rubicon's
repricing of outstanding stock options. Twenty-five percent of the options
vested on the grant date, and an additional twenty-five percent of the options
vested following each 180-period of continuous service on the Medical Advisory
Board. All of such options are now fully vested.

Rubicon subsequently granted additional stock options to certain members of the
Advisory Board for the performance of additional services outside the scope of
their duties as Advisory Board members. On May 6, 2002, Rubicon granted options
entitling two members of the Advisory Board to purchase a total of 40,000 shares
of Common Stock at a price of $.60 per share, the market price on the date of
grant, which was reduced to $0.22 per share in April 2003 in connection with
Rubicon's repricing of outstanding stock options. On August 5, 2002, Rubicon
granted options to a new member of the Advisory Board entitling him to purchase
50,000 shares of Rubicon Common Stock at a price of $.34 per share, the market
price for Rubicon stock on the date of grant, which was also reduced to $0.22
per share in April 2003 in connection with Rubicon's repricing of outstanding
stock options. In addition, on September 24, 2003 Rubicon granted options to a
member of the Advisory Board entitling him to purchase 50,000 shares of Rubicon
common stock at a price of $.80 per share, the market price for Rubicon stock on
the date of the grant. All grants made subsequent to the November 2001 grants,
were subject to the same vesting requirements over a period of eighteen months
as the original grants.

Employment Agreements, Termination of Employment, and Change in Control

Rubicon entered into an employment agreement with Richard J. Linder, its
President/CEO, dated as of October 1, 2003, that superseded and replaced the
employment agreement dated March 31, 2000. The term of the employment agreement
is for four years and three months, expiring on December 31, 2007. The agreement
provides for an annual base salary of $150,000 per year, subject to annual

                                       21
<PAGE>

adjustment by the board of directors, and an annual cash bonus to be determined
by the board of directors in an amount not to exceed 100% of Mr. Linder's annual
base salary. The agreement also provides for the payment of a special, closing
bonus to Mr. Linder in the amount of $150,000 upon the execution of the
Transaction Agreement with Boston Scientific (which was signed on October 29,
2003). Under the agreement, Mr. Linder is also provided with benefits
customarily provided to the Company's executives, including medical insurance
and participation in any retirement, pension, profit-sharing, disability, stock
option, and other benefit plans and programs in effect from time to time, and
provides for Mr. Linder's use of a company automobile. The agreement provides
that if Mr. Linder should be terminated by Rubicon without cause, or if Mr.
Linder should terminate his employment for "good reason," he will be entitled to
a termination payment equal to 100% of his base salary and annual bonus (with
the maximum amount of the bonus being capped at 30% of his annual base salary);
provided, that if his employment is so terminated during the first year of the
agreement, the payment will be equal to 150% of such annual salary and bonus. In
the event of such termination, the Company will also provide Mr. Linder with
health insurance coverage for a period of eighteen months. In the event of a
change of control of the Company, the Company will also be required to make
payments to Mr. Linder to offset the effects of Section 280G of the Internal
Revenue Code with respect to so-called "parachute payments." This summary
description of Mr. Linder's employment agreement is qualified in its entirety by
reference to the employment agreement, a copy of which is included as an exhibit
to this report.

401(k) Plan

During 2002, Rubicon established a 401(k) Retirement Savings Plan. All employees
including the Named Executive Officers are eligible to participate in the plan
after one year of service. Rubicon contributes up to 4% of a participant's
annual compensation on a discretionary basis, with its contributions vesting
over a six-year period. Rubicon's contribution expense to the plan during 2004
was approximately $21,000.

Stock Option and Stock Award Plans

         Amended and Restated 2001 Stock Plan

On September 24, 2003, Rubicon's board of directors amended and restated the
Rubicon Medical Corporation 2001 Stock Plan (the "Plan") that was originally
adopted by the board of directors on November 7, 2001. The Plan provides for the
grant of non-statutory stock options and stock purchase rights to employees and
consultants. A total of 6,000,000 shares of Rubicon's common stock has been
reserved for issuance under the Plan. The Plan is administered by the Company's
board of directors. The exercise price of stock options granted under the Plan
may not be less than 100% of the fair market value of Rubicon's common stock on
the date of grant, and the term of stock options granted under the Plan may not
exceed ten years. In the event of a change in control of the Company, as defined
in the Plan, any unvested options shall automatically vest immediately prior to
such change in control. As of December 31, 2004, Rubicon had granted stock
options to purchase a total of 6,000,000 shares of common stock under the Plan
and 50,000 of such options had been exercised. This summary description of the
Plan is qualified in its entirety by reference to the Plan, a copy of which is
included as an exhibit to this report.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

         The following table sets forth as of March 31, 2005, the number of
shares of Rubicon's common stock, par value $0.001, owned of record or
beneficially by each person known to be the beneficial owner of 5% or more of
the issued and outstanding shares of Rubicon's common stock, and by each of
Rubicon's officers and directors, and by all officers and directors as a group.
On March 31, 2005, there were issued and outstanding 54,831,834 shares of

                                       22
<PAGE>

Rubicon's common stock and 1,090,147 shares of Series A Preferred Stock, each of
which is entitled to ten votes per share on all matters submitted to a vote of
the Company's stockholders.
<TABLE>
<CAPTION>
                                    Title                 Number of                Percent
Name and Address                   of Class             Shares Owned(1)          of Class(2)
------------------                 --------             ---------------          -----------
Principal Stockholders
----------------------
<S>                                 <C>                 <C>                     <C>
Boston Scientific Corporation       Common              38,381,234(3)              56.9%
One Boston Scientific Place         Series A Preferred   1,090,147                100.0%
Natick, MA 01760

Oxford BioScience (Group)(4)        Common               2,850,649(4)               5.2%
222 Berkeley Street
Boston, MA 02116

Officers and Directors(5)
-------------------------
David B. Berger                     Common              21,771,113(6)               39.4%
Randall T. Higashida                Common               1,644,000(7)                3.0%
Richard J. Linder                   Common               2,599,300(8)                4.7%
Dennis M. Nasella                   Common               1,596,863(9)                2.9%
Brian C. Woolf                      Common                 168,000(10)               0.3%
Harold R. "Butch" Wolcott           Common                 240,000(11)               0.4%
All Officers and Directors          Common              28,039,276(12)              49.1%
as a Group (5 persons)
---------------------------------
</TABLE>
(1)      Unless otherwise indicated, all shares are held beneficially and of
         record by the person indicated.
(2)      Shares of our common stock subject to options or convertible securities
         that are currently exercisable/convertible or exercisable/convertible
         within 60 days of March 31, 2005 are deemed to be outstanding for the
         purpose of computing the percentage ownership of the person holding
         those options/convertible securities, but are not treated as
         outstanding for the purpose of computing the percentage ownership of
         any other person.
 (3)      Includes: (i) 2,649,351 shares of common stock owned of record, (ii)
         10,901,470 shares of common stock issuable upon conversion of 1,090,147
         shares of Series A Preferred Stock, and (iii) currently exercisable
         options to acquire the 24,830,413 shares of common stock (including
         1,750,000 shares which are subject to Company stock options)
         beneficially owned by David B. Berger and Richard J. Linder. For
         purposes of computing the percentage ownership of Boston Scientific,
         the 10,901,470 shares of common stock issuable upon conversion of the
         Series A Preferred Stock and the 1,750,000 shares issuable upon
         exercise of Company options by third parties are deemed to be
         outstanding, but are not treated as outstanding for the purpose of
         computing the percentage ownership of any other person.
(4)      The group consists of: Oxford Bioscience Partners IV, L.P.; mRNA Fund
         II L.P.; OBP Management IV L.P.; Jeffrey T. Barnes; Mark P. Carthy;
         Jonathan J. Fleming; Michael E. Lytton; and Alan G. Walton.
(5)      The address for each of Rubicon's officers and directors is 3598 West
         1820 South, Salt Lake City, Utah 84104.
(6)      Includes 21,281,113 shares held by a family partnership of which Mr.
         Berger is the general partner, and 490,000 shares which are the subject
         of currently exercisable stock options. Boston Scientific Corporation
         holds a currently exercisable option to acquire all of such shares and,
         accordingly, such shares are also deemed to be owned by Boston
         Scientific Corporation.
(7)      Includes 290,000 shares which are the subject of currently exercisable
         stock options.
(8)      Includes 1,799,300 shares held by a family partnership of which Mr.
         Linder is the general partner, and 800,000 shares which are the subject
         of currently exercisable stock options. Boston Scientific Corporation
         holds a currently exercisable option to acquire all of such shares and,
         accordingly, such shares are also deemed to be owned by Boston
         Scientific Corporation.
(9)      Includes shares held of record by a family partnership and 340,000
         shares which are the subject of currently exercisable stock options.
(10)     Includes 168,000 shares which are the subject of currently exercisable
         stock options.
(11)     Includes 240,000 shares which are the subject of currently exercisable
         stock options.
(12)     Includes 2,328,000 shares which are the subject of currently
         exercisable stock options.

                                       23
<PAGE>

Change in Control

As a result of the transactions and agreements described herein under the
caption "Item 1. Business: Recent Material Events," Boston Scientific now owns
27,479,764 shares of the Company's Common Stock and 1,090,147 shares of the
Company's Series A Preferred Stock, each of which is convertible into ten shares
of Common Stock, which together represent approximately 56.9% of the Company's
voting power, or approximately 53.6% of the Company's voting power on a fully
diluted basis (assuming the exercise of the 5,941,500 stock options outstanding
under the Company's Amended and Restated 2001 Stock Plan).

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2004 with respect
to compensation plans under which equity securities of the Registrant are
authorized for issuance.
<TABLE>
<CAPTION>
--------------------------- ----------------- --------------------- -----------------------------
                               Number of        Weighted-average        Number of securities
                             securities to     exercise price of             remaining
                               be issued          outstanding              available for
                                  upon              options,              future issuance
                              exercise of           warrants                under equity
                              outstanding          and rights               compensation
                                options,                                       plans
                             warrants, and                                   (excluding
                                 rights                                      securities
                                                                            reflected in
                                                                            column (a))
--------------------------- ----------------- --------------------- -----------------------------
                                   (a)                 (b)                      (c)
--------------------------- ----------------- --------------------- -----------------------------
<S>                             <C>                  <C>                     <C>
Equity compensation                -                   -                         -
Plans approved by
Security holders
--------------------------- ----------------- --------------------- -----------------------------
Equity compensation            5,950,000             $0.28                      -0-
Plans not approved by
Security holders
--------------------------- ----------------- --------------------- -----------------------------
</TABLE>

Item 12. Certain Relationships and Related Transactions

During fiscal 2004 and 2003, Rubicon engaged E.B. Berger Incorporated, a company
controlled by David B. Berger and of which Dennis M. Nasella is an employee, to
construct certain tenant improvements to Rubicon's new facilities. The total
amount paid for the improvements was $64,000 and the bids submitted by E.B.
Berger Incorporated for the project were lower than the other three independent
bids submitted for the project.

During the year ended December 31, 2004, Rubicon paid approximately $255,000 to
a company controlled by David B. Berger, a director, officer and shareholder of
Rubicon, as reimbursement for actual expenses incurred and capital expenditures
paid by that company on behalf of Rubicon.

As described herein under "Item 1. Business: `Recent Material Transactions' and
`the Boston Scientific Transactions'," the Company entered into a series of
agreements and transactions with Boston Scientific, a principal stockholder of
the Company.

Randall T. Higashida, MD, a director of Rubicon, is also a member of its Medical
Advisory Board and in that capacity has been granted 100,000 shares of Rubicon's
restricted common stock and stock options entitling him to purchase up to
100,000 shares of Rubicon common stock at an exercise price of $0.22 per share,
subject to satisfaction of vesting restrictions.

Except as described above, there were no material transactions, or series of
similar transactions, during Rubicon' last two fiscal years, nor are there any

                                       24
<PAGE>

currently proposed transactions, in which Rubicon was or is to be party, in
which the amount involved exceeds $60,000, and in which any director or
executive officer, or any security holder who is known by Rubicon to own of
record or beneficially more than 5% of any class of Rubicon's common stock, or
any member of the immediate family of any of the foregoing persons, has an
interest.

Item 13. Exhibits and Reports on Form 8-K.

         (a) Exhibits. The following documents are included as exhibits to this
report.
<TABLE>
<CAPTION>
Exhibit       SEC Ref.
  No.            No.       Title of Document                                            Location
--------      ------       -----------------                                             --------
<S>             <C>        <C>                                                           <C>
  3.1            3         Amended and Restated Articles of Incorporation                Incorp. by Reference(1)
  3.2            3         Amended and Restated Bylaws                                   Incorp. by Reference(1)
  3.3            3         Certificate of Designation of Series A Preferred              Incorp. by Reference(2)
                           Stock dated as of October 28, 2003
 10.1           10         Amended and Restated Transaction Agreement among              This Filing
                           Boston Scientific Corporation, Nemo I Acquisition Inc.,
                           Richard J. Linder (as Stockholders' Representative), and
                           Rubicon Medical Corporation, dated as of
                           April 13, 2005
10.2            10         Amended and Restated Option Agreement among Boston            This Filing
                           Scientific Corporation, Nemo I Acquisition, Inc. and
                           Berger Family Enterprises, dated as of April 13, 2005.
10.3            10         Amended and Restated Option Agreement among Boston            This Filing
                           Scientific Corporation, Nemo I Acquisition, Inc. and
                           David B. Berger, dated as of April 13, 2005.
10.4            10         Amended and Restated Option Agreement among Boston            This Filing
                           Scientific Corporation, Nemo I Acquisition, Inc. and
                           Richard J. and Marla A. Linder Family Limited
                           Partnership, dated as of April 13, 2005.
10.5            10         Amended and Restated Option Agreement among Boston            This Filing
                           Scientific Corporation, Nemo I Acquisition, Inc. and
                           Richard J. Linder, dated as of April 13, 2005.
10.6            10         Amendment to Distributorship Agreement between                This Filing
                           Rubicon Medical Corporation and NGC Medical
                           Spa dated as of February 17, 2005.
10.7            10         Industrial Lease between Rubicon Medical Corporation          This Filing
                           and WDCI, Inc. dated as of July 21, 2004
10.8            10         Employment Agreement with Richard J. Linder                   Incorp. by Reference(3)
                           dated as of October 1, 2003
10.9            10         Registration Rights Agreement among Rubicon Medical           Incorp. by Reference(2)
                           Corporation, Boston Scientific Corporation
                           and Nemo I Acquisition, Inc., dated as of
                           October 29, 2003
10.10           10         Indemnification Agreement - Controlling Stockholders          Incorp. by Reference(2)
                           among Rubicon Medical Corporation
                           and Berger Family Enterprises, David B. Berger,
                           Richard J. and Marla A. Linder Family Limited
                           Partnership, and Richard J. Linder, dated as of
                           September 26, 2003.
10.11           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and David B. Berger, dated as of
                           September 26, 2003
10.12           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and Randall Higashida, dated as of
                           September 26, 2003

<PAGE>
<CAPTION>
Exhibit       SEC Ref.
  No.            No.       Title of Document                                            Location
--------      ------       -----------------                                             --------
<S>             <C>        <C>                                                           <C>
10.13           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and Richard J. Linder, dated as of
                           September 26, 2003
10.14           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and Dennis M. Nasella, dated as of
                           September 26, 2003
10.15           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and Harold R. Wolcott, dated as of
                           September 26, 2003
10.16           10         Indemnification Agreement between Rubicon Medical             Incorp. by Reference(4)
                           Corporation and Brian Woolf, dated as of
                           September 26, 2003
10.17           10         Amended and Restated Rubicon Medical Corporation              Incorp. by Reference(4)
                           2001 Stock Plan, dated September 24, 2003*
10.18           10         First Amendment to Exclusive License and Development          Incorp. by Reference(5)
                           with Abbott Laboratories dated 10-7-02
10.19           10         Exclusive License and Development Agreement with              Incorp. by Reference(6)
                           Abbott Laboratories dated 6-29-00
10.20           10         Letter of Affirmation and Consent with USC and                Incorp. by Reference(6)
                           Abbott Laboratories dated 6-29-00
10.21           10         Letter of Understanding with USC dated 6-29-00                Incorp. by Reference(6)
10.22           10         Option and License Agreement with the University              Incorp. by Reference(6)
                           of Southern California (USC) dated 3-12-98
10.23           10         Option Exercise and License Amendment Agreement               Incorp. by Reference(6)
                           with USC dated 3-31-99
14.1            14         Code of Ethics                                                This Filing
99.1                       Press Release dated April 13, 2005 regarding Amended          This Filing
                           and Restated Agreements with Boston Scientific
                           Corporation and exercise of its options
99.2                       Press Release dated April 13, 2005 regarding Rubicon's        This Filing
                           receipt of CE Mark
31.1            31         Section 302 Certification of Chief Executive Officer          This Filing
31.2            31         Section 302 Certification of Chief Financial Officer          This Filing
32.1            32         Section 1350 Certification of Chief Executive Officer         This Filing
32.2            32         Section 1350 Certification of Chief Financial Officer         This Filing
-------------------
</TABLE>
(1)  Incorporated by reference to Exhibits 3.1 through 3.2 to the Registrant's
     Quarterly Report on Form 10-QSB for
         the fiscal quarter ended September 30, 2004 filed on November 16, 2004.
(2) Incorporated by reference to Exhbits 3.1, 10.2 and 10.7 to the Registrant's
     Current Report on Form 8-K filed on November 13, 2003.
(3)  Incorporated by reference to Exhibit 10.1 to the Registrant's 2003 Annual
     Report on Form 10-K filed on March 29, 2004.
(4)  Incorporated by reference to Exhibits 10.1 through 10.7 to the Registrant's
     Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30,
     2003, filed on November 14, 2003.
(5)  Incorporated by reference to Exhbit 10.2 to the Registrant's Current Report
     on Form 8-K filed on October 16, 2002
(6)  Incorporated by reference to Exhbits 10.1 to 10.2b to the Registrant's
     Registration Statement on Form SB-2 filed on December 7, 2000.

         (b) The Company did not file any current reports on Form 8-K during the
last quarter of the fiscal year ended December 31, 2004.

                                       25
<PAGE>

Item 14. Principal Accounting Fees and Services

Tanner LC served as Rubicon's independent accountants for the fiscal years ended
December 31, 2004 and 2003.

During the fiscal years ended December 31, 2004 and December 31, 2003, fees for
services provided by Tanner LC were as follows:

                                  Year Ended December 31,
                             2004                       2003
                           --------                   --------
Audit Fees                 $ 33,000                   $ 32,000
Audit-Related Fees            3,000                      3,000
Tax Fees                      4,000                      4,000
All Other Fees
Total                      $ 40,000                   $ 39,000
                           ========                   ========

"Audit Fees" consisted of fees billed for services rendered for the audit of
Rubicon's annual financial statements, review of financial statements included
in Rubicon's quarterly reports on Form 10-QSB, and other services normally
provided in connection with statutory and regulatory filings. "Audit-Related
Fees" consisted of fees billed for due diligence procedures in connection with
acquisitions and divestitures and consultation regarding financial accounting
and reporting matters. "Tax Fees" consisted of fees billed for tax payment
planning and tax preparation services. "All Other Fees" consisted of fees billed
for services in connection with legal matters and technical accounting research.

During the year ended December 31, 2004 the Board of Directors adopted policies
and procedures that generally require the Board of Directors to pre-approve any
non-audit engagement of Rubicon's independent accountants. In the event the
Company wishes to engage its independent accountants to perform accounting,
technical, diligence or other permitted services not related to the services
performed by such accountants as the Company's independent auditor, the Chief
Financial Officer will prepare a summary of the proposed engagement detailing
the nature of the engagement, the reasons why the independent accountants are
the preferred provider of such services and the estimated duration and cost of
the engagement. The report will be provided to the Company's Board of Directors,
who will evaluate whether the proposed engagement will interfere with the
independence of the independent accountants in the performance of their auditing
services. The Board of Directors also authorized and pre-approved the
performance by Tanner LC of "Audit Related Services" during and in connection
with the 2004 fiscal year in an amount not to exceed $6,000 in fees, and the
performance by Tanner LC of Tax Related Services during such period in an amount
not to exceed $7,500 in fees.




          [The balance of this page has been left blank intentionally]

                                       26
<PAGE>

                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                           Rubicon Medical Corporation
                                           (Registrant)


Date: April 15, 2005                       By  /s/ Richard J. Linder
                                              ----------------------------------
                                           Richard J. Linder, President and CEO

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


Dated: April 15, 2005                      By  /s/ Richard J. Linder
                                              ----------------------
                                           Richard J. Linder, President, CEO,
                                           and Director (Principal Executive
                                           Officer)


Dated: April 15, 2005                      By  /s/ Brian C. Woolf
                                              -------------------
                                           Brian C. Woolf, Chief Financial
                                           Officer (Principal Accounting and
                                           Financial Officer)


Dated: April 15, 2005                      By  /s/ Dennis M. Nasella
                                              ----------------------
                                           Dennis M. Nasella
                                           Secretary, Treasurer and Director


Dated: April 15, 2005                      By  /s/ David B. Berger
                                              --------------------
                                           David B. Berger, Chairman of the
                                           Board and Director


Dated: April 15, 2005                      By  /s/ Randall Higashida
                                              ----------------------
                                           Randall Higashida, Director


Dated: April 15, 2005                      By  /s/ Harold R. Wolcott
                                              ----------------------
                                           Harold R. "Butch" Wolcott, Director

                                       27
<PAGE>

Consolidated Financial Statements
December 31, 2004 and 2003


                                                     RUBICON MEDICAL CORPORATION
                                      Index to Consolidated Financial Statements
--------------------------------------------------------------------------------


                                                                           Page


Report of Independent Registered Public Accounting Firm                    F-2

Consolidated balance sheet                                                 F-3

Consolidated statement of operations                                       F-4

Consolidated statement of stockholders' equity                             F-5

Consolidated statement of cash flows                                       F-6

Notes to consolidated financial statements                                 F-7

--------------------------------------------------------------------------------
                                                                             F-1
<PAGE>

                                                REPORT OF INDEPENDENT REGISTERED
                                                          PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Rubicon Medical Corporation


We have audited the consolidated balance sheet of Rubicon Medical Corporation
and Subsidiary as of December 31, 2004, and the consolidated statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2004 and 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Rubicon
Medical Corporation and Subsidiary as of December 31, 2004, and the consolidated
results of their operations and their cash flows for the years ended December
31, 2004 and 2003, in conformity with U.S. generally accepted accounting
principles

/s/ Tanner LC

Salt Lake City, Utah
January 14, 2005, except for
Note 17, which is dated April 13, 2005
and Note 18, which is dated April 14, 2005

--------------------------------------------------------------------------------
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                                                                                   RUBICON MEDICAL CORPORATION
                                                                                     Consolidated Balance Sheet
                                                                                              December 31, 2004
---------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
Assets

Current assets:
Cash and cash equivalents                                                                  $    7,905,000
Inventory                                                                                         357,000
Prepaid expenses                                                                                  148,000
                                                                                        ------------------

Total current assets                                                                            8,410,000

Property and equipment, net                                                                       439,000
Intangible assets, net                                                                            592,000
                                                                                        ------------------

                                                                                           $    9,441,000
                                                                                        ==================

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

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                                           $       70,000
Accrued expenses                                                                                  172,000
Current portion of long-term debt                                                                  26,000
                                                                                        ------------------

Total current liabilities                                                                         268,000

Long-term debt                                                                                     27,000
                                                                                        ------------------

Total liabilities                                                                                 295,000
                                                                                        ------------------

Commitments and contingencies                                                                           -

Stockholders' equity:
Series A convertible preferred stock, $.001 par value, 1,090,147
  shares authorized; 1,090,147 shares issued and outstanding
  (Aggregate liquidation preference of $15,000,423)                                                 1,000
Common stock, $.001 par value, 100,000,000 shares
  shares authorized; 54,823,334 shares issued and outstanding                                      55,000
Additional paid-in capital                                                                     22,228,000
Deferred compensation                                                                             (82,000)
Accumulated deficit                                                                           (13,056,000)
                                                                                        ------------------

Total stockholders' equity                                                                      9,146,000
                                                                                        ------------------

                                                                                           $    9,441,000
                                                                                        ==================


---------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                    RUBICON MEDICAL CORPORATION
                                                                           Consolidated Statement of Operations
                                                                                       Years Ended December 31,
---------------------------------------------------------------------------------------------------------------

                                                                                     2004             2003
                                                                             ---------------------------------
<S>                                                                              <C>             <C>
Sales, net                                                                       $          -    $     12,000
Cost of sales                                                                               -               -
                                                                             ---------------------------------

Gross profit                                                                                -          12,000

Operating expenses:
Depreciation and amortization                                                         240,000          78,000
General and administrative                                                          4,157,000       3,357,000
Research and development                                                            2,510,000       1,390,000
                                                                             ---------------------------------

Total operating expenses                                                            6,907,000       4,825,000
                                                                             ---------------------------------

Loss from operations                                                               (6,907,000)     (4,813,000)
                                                                             ---------------------------------

Other income (expense):
Interest income                                                                       187,000          67,000
Interest expense                                                                       (6,000)        (14,000)
Other                                                                                       -          31,000
                                                                             ---------------------------------

Net other income (expense)                                                            181,000          84,000
                                                                             ---------------------------------

Net loss before provision for income taxes                                         (6,726,000)     (4,729,000)

Income tax (expense) benefit                                                                -               -
                                                                             ---------------------------------

Net loss                                                                         $ (6,726,000)   $ (4,729,000)
                                                                             =================================

Net loss per common
  share - basic and diluted                                                      $      (0.12)   $      (0.09)
                                                                             =================================

Weighted average shares - basic                                                    54,796,000      53,690,000
                                                                             =================================

Weighted average shares - diluted                                                  54,796,000      53,690,000
                                                                             =================================


---------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        RUBICON MEDICAL CORPORATION
                                                                                     Consolidated Statement of Stockholders' Equity
                                                                                             Years Ended December 31, 2004 and 2003
-----------------------------------------------------------------------------------------------------------------------------------

                                        Series A
                                     Preferred Stock          Common Stock       Additional  Deferred
                                    -----------------------------------------     Paid-in     Compen-     Accumulated
                                      Shares     Amount     Shares     Amount     Capital     sation        Deficit       Total
                                    ---------   -------   ----------  -------   -----------  ---------   ------------  -----------
<S>                                 <C>         <C>       <C>         <C>       <C>          <C>         <C>           <C>
Balance, January 1, 2003                    -   $     -   52,773,334  $53,000   $ 3,328,000  $ (20,000)  $ (1,601,000) $ 1,760,000

Common stock issued for cash                -         -    2,000,000    2,000     1,998,000          -              -    2,000,000

Series A preferred stock issued
  for cash                          1,090,147     1,000            -        -    14,999,000          -              -   15,000,000

Stock options issued for
  services                                  -         -            -        -       138,000   (138,000)             -            -

Amortization of deferred
  compensation                              -         -            -        -             -     35,000              -       35,000

Variable stock option expense               -         -            -        -     1,091,000          -              -    1,091,000

Settlement of service agreement             -         -            -        -       (42,000)         -              -      (42,000)

Net loss                                    -         -            -        -             -          -     (4,729,000)  (4,729,000)
                                   ------------------------------------------------------------------------------------------------
Balance, December 31, 2003          1,090,147     1,000   54,773,334   55,000    21,512,000   (123,000)    (6,330,000)  15,115,000

Common stock issued upon
  exercise of stock options                 -         -       50,000        -        11,000          -              -       11,000

Stock options issued for
  services                                  -         -            -        -        32,000    (32,000)             -            -

Amortization of deferred
  compensation                              -         -            -        -             -     31,000              -       31,000

Reversal of deferred compensation
  due to change in employment
  status                                    -         -            -        -       (42,000)    42,000              -            -

Variable stock option expense               -         -            -        -       715,000          -              -      715,000

Net Loss                                    -         -            -        -             -          -     (6,726,000)  (6,726,000)
                                   ------------------------------------------------------------------------------------------------
Balance, December 31, 2004          1,090,147   $ 1,000   54,823,334  $55,000   $22,228,000  $ (82,000)  $(13,056,000) $ 9,146,000
                                   ================================================================================================


------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                     F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                    RUBICON MEDICAL CORPORATION
                                                                           Consolidated Statement of Cash Flows

                                                                                       Years Ended December 31,
---------------------------------------------------------------------------------------------------------------


                                                                                  2004              2003
                                                                             -------------------------------
<S>                                                                            <C>             <C>
Cash flows from operating activities:
Net loss                                                                       $ (6,726,000)   $ (4,729,000)
Adjustments to reconcile net loss to net cash
 used in operating activities:
Depreciation and amortization                                                       240,000          78,000
Amortization of deferred compensation                                                31,000          35,000
Variable stock option compensation expense                                          715,000       1,091,000
Settlement of service contract                                                            -         (42,000)
Gain (loss) on disposition of assets                                                      -          12,000
Decrease (increase) in:
Receivables                                                                               -          56,000
Inventory                                                                          (357,000)              -
Prepaid expenses                                                                     (9,000)       (129,000)
Increase (decrease) in:
Accounts payable                                                                   (160,000)         25,000
Accrued expenses                                                                    114,000          40,000
                                                                             -------------------------------

Net cash used in operating activities
operating activities                                                             (6,152,000)     (3,563,000)
                                                                             -------------------------------

Cash flows from investing activities:
Purchase of intangible assets                                                      (404,000)       (127,000)
Purchase of property and equipment                                                 (417,000)        (98,000)
                                                                             -------------------------------

Net cash used in
investing activities                                                               (821,000)       (225,000)
                                                                             -------------------------------

Cash flows from financing activities:
Principal payments on long-term debt                                                (44,000)       (117,000)
Proceeds from issuance of Series A preferred stock                                        -      15,000,000
Proceeds from issuance of common stock                                               11,000       2,000,000
                                                                             -------------------------------

Net cash (used in) provided by
financing activities                                                                (33,000)     16,883,000
                                                                             -------------------------------

Net (decrease) increase in cash and cash equivalents                             (7,006,000)     13,095,000

Cash and cash equivalents at beginning of year                                   14,911,000       1,816,000
                                                                             -------------------------------

Cash and cash equivalents at end of year                                         $7,905,000     $14,911,000
                                                                             ===============================

---------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               F-6
</TABLE>
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                      December 31, 2004 and 2003


1.  Organization  Organization
    and
    Summary of    Rubicon Medical Corporation (the Company) is a Delaware
    Significant   corporation that was incorporated in June 1989. The Company
    Accounting    conducts research and development activities to generate
    Policies      interventional vascular medical devices and products.

                  Principles of Consolidation

                  The consolidated financial statements include the accounts of
                  Rubicon Medical Corporation and its wholly-owned subsidiary,
                  Rubicon Medical, Inc., a Utah corporation. All intercompany
                  balances and transactions have been eliminated in the
                  consolidation of the financial statements.

                  Concentration of Credit Risk

                  The Company maintains its cash in bank deposit accounts, which
                  at times may exceed federally insured limits. The Company has
                  not experienced any losses in such accounts and believes it is
                  not exposed to any significant credit risk on cash and cash
                  equivalents.

                  Cash and Cash Equivalents

                  The Company considers all highly liquid investments with an
                  initial maturity of three months or less to be cash
                  equivalents.

                  Inventories

                  Parts and supplies inventories are stated at the lower of cost
                  or market. Cost is determined using the average cost method.
                  Work-in-process and finished goods are stated at the lower of
                  the accumulated manufacturing costs or market.

                  Property and Equipment

                  Property and equipment are recorded at cost, less accumulated
                  depreciation. Depreciation and amortization on capital leases
                  and property and equipment are determined using the
                  straight-line method over the estimated useful lives of the
                  assets or terms of the leases. The estimated useful lives of
                  the assets are as follows:

                                                                  Years
                     Furniture and fixtures                         7
                     Equipment                                      5
                     Vehicles                                       5
                     Leasehold improvements                         3

--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization  Property and Equipment - Continued
    and
    Summary of    Expenditures for maintenance and repairs are expensed when
    Significant   incurred and betterments are capitalized. Gains and losses on
    Accounting    sale of property and equipment are reflected in the statement
    Policies      of operations.
    Continued
                  Intangible Assets

                  Intangible assets consist primarily of costs to develop
                  patents. Patent costs are amortized on a straight-line basis
                  over ten years. The Company assesses recoverability of this
                  intangible asset by determining whether the amortization of
                  the balance over its remaining life can be recovered through
                  undiscounted future operating cash flows. The amount of
                  impairment, if any, is measured based on projected discounted
                  future operating cash flows using a discount rate which
                  reflects the Company's average cost of funds.

                  Revenue Recognition

                  Revenue from product sales, service and license or other
                  agreements is recognized when a binding agreement has been
                  entered into, product title has been transferred or services
                  have been rendered, the price is fixed and determinable,
                  collection is reasonably assured and the Company has no
                  significant obligations remaining.

                  Advertising

                  The Company expenses the cost of advertising as incurred. For
                  the years ended December 31, 2004 and 2003, advertising
                  expenses totaled approximately $0 and $1,000, respectively,
                  and are included in general and administrative expenses in the
                  accompanying statement of operations.

--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization  Stock-Based Compensation
    and
    Summary of    The Company has adopted Statement of Financial Accounting
    Significant   Standards (SFAS) No. 123, Accounting for Stock-Based
    Accounting    Compensation. In accordance with the provisions of SFAS 123,
    Policies      the Company has elected to continue to apply Accounting
    Continued     Principles Board Opinion No. 25, Accounting for Stock Issued
                  to Employees (APB Opinion No. 25), and related interpretations
                  in accounting for its stock option plans. In accordance with
                  APB Opinion No. 25, no compensation cost has been recognized
                  for these plans except for options that have been repriced and
                  are subject to variable accounting. Compensation cost for
                  repriced stock options has been recorded in accordance with
                  Financial Accounting Standards Board (FASB) Interpretation
                  Number 44, Accounting for Certain Transactions Involving Stock
                  Compensation.

                  Had compensation cost for these plans been determined based
                  upon the fair value at the grant date consistent with the
                  methodology prescribed under SFAS No. 123, the Company's net
                  earnings would have been changed by the following as set forth
                  in the table below:
<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                                   -----------------------------
                                                                       2004           2003
                                                                   -----------------------------
                  <S>                                              <C>           <C>
                  Net income (loss) - as reported                  $ (6,726,000) $  (4,729,000)
                  Add:   Stock-based employee compensation
                  expense included in reported net loss, net of
                  related tax effects                                    715,000      1,091,000
                  Deduct:  Total stock-based employee
                  compensation expense determined under fair
                  value based method for all awards, net of
                  related tax effects                                  (189,000)       (60,000)
                                                                   -----------------------------

                  Net income (loss) - pro forma                    $ (6,200,000) $  (3,698,000)
                                                                   =============================

                  Income (loss) per share - as reported            $       (.12) $        (.09)
                                                                   =============================

                  Income (loss) per share - pro forma              $       (.11) $        (.07)
                                                                   =============================
</TABLE>
--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization  Stock-Based Compensation - Continued
    and
    Summary of    The fair value of each option grant is estimated at the date
    Significant   of grant using the Black-Scholes option pricing model with the
    Accounting    following assumptions:
    Policies
    Continued
<TABLE>
<CAPTION>
                                                                December 31,
                                                    ------------------------------------
                                                         2004               2003
                                                    ------------------------------------
                  <S>                                <C>                <C>
                  Expected dividend yield            $          -       $         -
                  Expected stock price volatility             131%              156%
                  Risk-free interest rate                    3.40%             3.07%
                  Expected life of options                 5 years           5 years
</TABLE>

                  The weighted average fair value of options granted during the
                  years ended December 31, 2004 and 2003 is $.88 and $.31,
                  respectively.

                  Research and Development

                  The Company expenses research and development costs as
                  incurred.

                  Income Taxes

                  Rubicon Medical Corporation accounts for income taxes under
                  the asset and liability method. 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 and operating loss and tax credit
                  carryforwards. Deferred tax assets and liabilities are
                  measured using the enacted tax rates expected to apply to
                  taxable income in the years in which those temporary
                  differences are expected to be recovered or settled. The
                  effect on deferred tax assets and liabilities of a change in
                  tax rates is recognized in income in the period that includes
                  the enactment date.

--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization  Earnings Per Share
    and
    Summary of    The computation of diluted earnings per common share is based
    Significant   on the weighted average number of shares outstanding during
    Accounting    the year, plus common stock equivalents calculated under the
    Policies      treasury stock method. The Company has issued equity
    Continued     instruments convertible into common stock such as stock
                  options issued to employees and consultants that can be
                  exercised for approximately 5,950,000 and 5,933,000 shares of
                  common stock at December 31, 2004 and 2003, respectively, with
                  exercise prices between $0.14 and $1.18 at December 31, 2004
                  and $0.14 and $.80 at December 31, 2003. In addition, the
                  Company has issued Series A preferred stock convertible at the
                  option of the holder into 10,901,470 shares of common stock.
                  Common stock equivalents have not been included in the diluted
                  earnings per share calculation for the years ended
                  December 31, 2004 and 2003 because the effect would be
                  antidilutive.

                  Impairment of Long-Lived Assets

                  The Company reviews its long-lived assets for impairment
                  whenever events or changes in circumstances indicate that the
                  carrying amount of the assets may not be recoverable through
                  undiscounted future cash flows. If it is determined that an
                  impairment loss has occurred based on expected cash flows,
                  such loss is recognized in the statement of operations.

                  Use of Estimates in the Preparation of Financial Statements

                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America requires management to make estimates and
                  assumptions that affect certain reported amounts and
                  disclosures. Accordingly, actual results could differ from
                  those estimates.

2.  Inventory     Inventory consists of the following at December 31, 2004:

                      Parts and supplies                 $     149,000
                      Work-in-progress                         208,000
                      Finished goods                                 -
                                                         -------------
                                                         $     357,000
                                                         =============

--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

3.  Property      Property and equipment consists of the following at December
    and           31, 2004:
    Equipment
                     Equipment                           $     495,000
                     Furniture and fixtures                    162,000
                     Vehicles                                   92,000
                     Leasehold improvements                     82,000
                                                         -------------
                                                               831,000

                     Less accumulated depreciation
                       and amortization                       (392,000)
                                                         -------------
                                                         $     439,000
                                                         =============

                  Depreciation expense for the years ended December 31, 2004 and
                  2003 was approximately $152,000 and $73,000, respectively.


4.  Intangible    Intangible assets consist of the following at December 31,
    Assets        2004:

                     Patents                             $     685,000
                     Less accumulated amortization             (93,000)
                                                         -------------
                                                         $     592,000
                                                         =============

                  Patent amortization expense for the years ended December 31,
                  2004 and 2003 was approximately $88,000 and $5,000,
                  respectively.


5.  Long Term     Long-term debt consists of the following at December 31, 2004:
    Debt


                    Note payable to a bank with monthly
                    installments of $997, including interest
                    imputed at 5.9%, secured by a vehicle, due
                    July 2008                                        $  39,000

                    Note payable to a bank in monthly
                    installments of $826, including interest at
                    8.9% secured by a vehicle, due May 2005              4,000

--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

5.   Long Term      Capital lease obligations (see note 5)              10,000
     Debt                                                            ---------
     Continued
                                                                        53,000
                    Less current portion                               (26,000)
                                                                     ---------
                                                                     $  27,000
                                                                     =========

                  Future maturities of long-term debt are as follows:

                     Years Ending December 31:
                              2005                                   $  26,000
                              2006                                      11,000
                              2007                                      11,000
                              2008                                       5,000
                              Thereafter                                     -
                                                                     ---------
                                                                     $  53,000
                                                                     =========


6.  Leases        The Company has equipment financed through capital leases that
                  expire in 2005. At December 31, 2004, equipment with a cost of
                  $52,000 and related accumulated amortization of $44,000 was
                  recorded related to these capital leases. The lease obligation
                  is guaranteed by a director of the Company.

                  Future minimum capital lease payments as of Decemmber 31, 2004
                  are:

                                                                       Amount
                                                                    -----------
                       2005                                         $   11,000
                       Thereafter                                            -

                    Total minimum lease payments                        11,000
                    Less amount representing interest                   (1,000)
                                                                    ----------

                    Present value of net minimum capital
                      lease payments                                $   10,000
                                                                    ===========

--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

6.  Leases        The Company has equipment financed through capital leases that
    Continued     expire in 2005. At December 31, 2004, equipment with a cost of
                  $52,000 and related accumulated amortization of $44,000 was
                  recorded related to these capital leases. The lease obligation
                  is guaranteed by a director of the Company.

                                                                   Amount
                                                              --------------
                      2005                                    $      134,000
                      2006                                           130,000
                      Thereafter                                           -
                                                              --------------
                      Total future minimum rental payments    $      264,000
                                                              ==============

                  Rent expense under operating leases was approximately $123,000
                  and $70,000 for the years ended December 31, 2004 and 2003,
                  respectively.


7.  Income        At December 31, 2004 and 2003, income tax expense from
    Taxes         continuing operations differs from the amount computed at
                  federal statutory rates as follows:
<TABLE>
<CAPTION>
                                                                  2004              2003
                                                            -----------------------------------
                   <S>                                      <C>               <C>
                   Federal income tax benefit
                     (expense) at statutory rate            $       2,286,000 $      1,372,000
                   State income tax                                   336,000          236,000
                   Nondeductible stock option
                     expense                                        (243,000)        (382,000)
                   Permanent difference due to tax credits          (166,000)           91,000
                   Other                                              (7,000)                -
                   Change in valuation allowance                  (2,206,000)      (1,317,000)
                                                            -----------------------------------
                                                            $               - $              -
                                                            ===================================
--------------------------------------------------------------------------------
                                                                            F-14
</TABLE>
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

7.  Income        Deferred tax assets (liabilities) are comprised of the
    Taxes         following at December 31, 2004:
    Continued

                  Net operating loss carryforward                 $   3,364,000
                  Research and development credit carryforward          490,000
                  Depreciation                                         (50,000)
                  Difference in book value of intangibles               115,000
                  Other                                                   3,000
                                                                  --------------
                                                                      3,922,000
                  Valuation allowance                                 3,922,000
                                                                  --------------
                                                                  $           -
                                                                  ==============

                  The Company conducts a periodic examination of its valuation
                  allowance. Factors considered in the evaluation include recent
                  and expected future earnings and the Company's liquidity and
                  equity positions. As of December 31, 2004, the Company has
                  determined that a valuation allowance is necessary for the
                  entire amount of net deferred tax assets.

                  At December 31, 2004, the Company had net operating loss
                  carryforwards of approximately $9,900,000 and research and
                  development tax credit carryforwards of approximately
                  $490,000. These carryforwards are available to offset future
                  taxable income and begin to expire in 2021. The utilization of
                  the net operating loss carryforwards is dependent upon the tax
                  laws in effect at the time the net operating loss
                  carryforwards can be utilized.


8.  Common        On July 17, 2003, the Company sold 2,000,000 shares of common
    Stock         stock for $2,000,000 to Boston Scientific, a medical device
                  company, pursuant to a term sheet and agreement.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

8.  Common        As amended on October 29, 2004, the Company and its
    Stock         controlling stockholders entered into agreements with Boston
    Continued     Scientific Corporation that superceded the term sheet and
                  agreement entered into between the parties on July 17, 2003.
                  Pursuant to the agreements, Boston Scientific Corporation
                  purchased 1,090,147 shares of Rubicon Series A Preferred
                  Stock, convertible into 10,901,470 shares of Rubicon common
                  stock, for $15 million. In addition, Rubicon's two largest
                  stockholders, holding more than 50 percent of Rubicon's issued
                  and outstanding shares of common stock, granted Boston
                  Scientific a binding irrevocable option to acquire all of
                  their shares for an initial consideration of $2 per share
                  payable, at the option of Boston Scientific, in cash or shares
                  of Boston Scientific common stock plus additional "earn-out"
                  amounts of up to $1.50 per share if certain performance
                  milestones are achieved. Boston Scientific agreed that if it
                  exercises the option to acquire the shares of the two largest
                  stockholders, it will also make an offer to acquire all shares
                  of common stock of Rubicon held by all other stockholders on
                  the same terms, including price and form of consideration.

                  The option is exercisable until 90 days after Rubicon's
                  receipt of FDA clearance for the Rubicon Filter. The
                  "earn-out" amounts generally consist of an additional $0.50
                  per share if Rubicon develops a stroke therapy device that
                  meets certain stringent independent testing requirements prior
                  to the amended date of March 31, 2006, and an additional
                  amount of $1.00 per share if net sales of Rubicon's embolic
                  protection filter exceed $50 million in any twelve-month
                  period during the five years following its receipt of FDA
                  marketing clearance for the Rubicon Filter. Boston Scientific
                  is not obligated to pay any of the earn-out amounts unless it
                  exercises the option.

9.  Preferred     The Company has authorized 5,000,000 shares of preferred stock
    Stock         having a par value of $.001. The rights, terms and preferences
                  of preferred stock are set by the Board of Directors. As of
                  December 31, 2004, the Board of Directors has only set rights,
                  terms and preferences of Series A preferred stock for issue.

--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

9.  Preferred     As of December 31, 2004, there were 1,090,147 shares of Series
    Stock         A preferred stock outstanding. The rights, terms, and
    Continued     preferences of the outstanding Series A preferred stock are as
                  follows:

                           o        Each share is convertible into ten shares of
                                    common stock.

                           o        Each share may cast ten votes in any
                                    meetings or matters to be voted on by the
                                    shareholders of the Company.

                           o        The shares are entitled to preemptive rights
                                    in connection with the issuance of any
                                    additional securities by the Company

                           o        In the event the Company declares any
                                    dividend on its common stock, holders of
                                    shares of the Series A preferred stock shall
                                    be entitled to receive dividends in an
                                    amount equal to the amount that such holders
                                    would be entitled to receive if they had
                                    converted such shares of Series A preferred
                                    stock fully to common stock.

                           o        The shares shall have superior liquidation
                                    priority to common shares equal to $13.76
                                    per share plus all accrued but unpaid
                                    dividends thereon.

                  On October 29, 2003 the Company and its controlling
                  stockholders entered into agreements with Boston Scientific
                  Corporation that superceded the term sheet and agreement
                  entered into between the parties on July 16, 2003. Pursuant to
                  the agreements, Boston Scientific Corporation purchased
                  1,090,147 shares of Rubicon Series A Preferred Stock,
                  convertible into 10,901,470 shares of Rubicon common stock,
                  for $15 million. In addition, Rubicon's two largest
                  stockholders, holding more than 50 percent of Rubicon's issued
                  and outstanding shares of common stock, granted Boston
                  Scientific a binding irrevocable option to acquire all of
                  their shares for an initial consideration of $2 per share
                  payable, at the option of Boston Scientific, in cash or shares
                  of Boston Scientific common stock plus additional "earn-out"
                  amounts of up to $1.50 per share if certain performance
                  milestones are achieved (see note 7). Boston Scientific agreed
                  that if it exercises the option to acquire the shares of the
                  two largest stockholders, it will also make an offer to
                  acquire all shares of common stock of Rubicon held by all
                  other stockholders on the same terms, including price and form
                  of consideration.

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                                                                            F-17
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

10. Stock Option  The Company has a Stock Option Plan (the Option Plan) which
    Plan          reserves 6,000,000 shares of the Company's authorized but
                  unissued common stock for the granting of stock options.

                  The Option Plan provides for the grant of non-statutory stock
                  options to employees, non-employee directors of the Company
                  and consultants. The Option Plan is administered by the Board
                  of Directors or a Compensation Committee, which determines the
                  terms of options granted including the exercise price, the
                  number of shares subject to the option, and the exercisability
                  of the option. In the event of a change in control of the
                  Company, as defined in the Plan, any unvested options shall
                  automatically vest immediately prior to such change in
                  control.

                  A schedule of the options is as follows:
<TABLE>
<CAPTION>
                                                                           Exercise
                                                            Number of         Price
                                                             Options        Per Share
                                                      --------------------------------
                  <S>                                        <C>           <C>
                  Outstanding at January 1, 2003             3,844,000       .14-1.00
                       Granted                               2,389,000       .22- .80
                       Forfeited                              (300,000)          1.00
                                                      --------------------------------

                  Outstanding at December 31, 2003           5,933,000       .14- .80
                       Granted                                 111,500       .87-1.18
                       Exercised                               (50,000)           .22
                       Forfeited                               (45,000)           .80
                                                      --------------------------------

                  Outstanding at December 31, 2004           5,950,000     $ .14-1.18
                                                      ================================
</TABLE>
                  On December 31, 2004, the Company had no options available for
                  grant under the Option Plan. On April 22, 2003, the Company
                  repriced all outstanding employee stock options. Options
                  previously granted and repriced to an exercise price of $.34
                  per share were repriced to $.22 per share, the market price
                  for the Company's common stock on the date of such repricing.
                  As a result of the repricings, these options are accounted for
                  as variable stock options. Compensation cost for repriced,
                  variable stock options of approximately $715,000 and
                  $1,091,000, respectively has been recorded by the Company
                  during the years ended December 31, 2004 and 2003 (see note
                  1).

--------------------------------------------------------------------------------
                                                                            F-18
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

11. Stock-Based   The following table summarizes information about stock options
    Compensation  outstanding at December 31, 2004:
<TABLE>
<CAPTION>
                                              Outstanding                     Exercisable
                                 ----------------------------------------------------------------
                                                Weighted
                                                 Average       Weighted                  Weighted
                    Range of                    Remaining       Average                  Average
                    Exercise         Number     Contractual    Exercise     Number       Exercise
                     Prices        Outstanding  Life (Years)     Price    Exercisable     Price
                  -------------------------------------------------------------------------------
                     <S>             <C>               <C>      <C>         <C>           <C>
                     $ .14 -  .22    5,219,000           7.4    $    .22    2,992,000     $   .22
                     $  23 - 1.18      731,000           8.6    $    .71      160,000     $   .68
                  -------------------------------------------------------------------------------
                     $ .14 - 1.18    5,950,000           7.51   $    .27    2,545,000     $   .24
                  ===============================================================================
</TABLE>

12. Related       During the year ended December 31, 2004, a company controlled
    Party         by a director, officer and shareholder of Rubicon was engaged
    Transactions  to construct certain tenant improvements to Rubicon's
                  facilities. The cost of the improvements totaled approximately
                  $64,000.

                  During the year ended December 31, 2004, Rubicon paid
                  approximately $255,000 to a company controlled by a director,
                  officer and shareholder of the Company, as reimbursement for
                  actual expenses incurred and capital expenditures paid by that
                  company on behalf of Rubicon.

                  On October 29, 2003, the Company entered into a Transaction
                  Agreement, which was amended on October 29, 2004 with Boston
                  Scientific Corporation and Boston Scientific Corporation
                  entered into stock option agreements with the Company's
                  controlling stockholders.

                  On April 13, 2005, Boston Scientific Corporation exercised
                  their option to purchase the outstanding shares of the Company
                  as disclosed in note 17 of the financial statements.

                  A director of Rubicon, is also a member of its Medical
                  Advisory Board and in that capacity has been granted 100,000
                  shares of Rubicon's restricted common stock and stock options
                  entitling him to purchase up to 100,000 shares of Rubicon
                  common stock at an exercise price of $0.22 per share, subject
                  to satisfaction of vesting restrictions.

--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

13. Supplemental  During the year ended December 31, 2004 the Company:
    Disclosure of
    Cash Flow              o        Hired an employee that had previously
    Information                     provided consulting services to the Company.
                                    As a result of the individuals change in
                                    employment status, the accounting for stock
                                    options granted to the individual changed,
                                    resulting in a decrease in deferred
                                    compensation and additional paid-in-capital
                                    of $42,000

                           o        Issued stock options that were recorded as
                                    deferred compensation of $32,000. The
                                    deferred compensation is being amortized
                                    over the vesting period of the stock
                                    options.

                  During the year ended December 31, 2003 the Company:

                           o        Purchased fixed assets with debt totaling
                                    $54,000.

                           o        Issued stock options in exchange for
                                    deferred compensation of $138,000.

                  Actual amounts paid for interest and income taxes are as
                  follows:

                                                            Years Ended
                                                            December 31,
                                                   -----------------------------
                                                       2004            2003
                                                   -----------------------------
                    Interest                        $     6,000     $    12,000
                                                   =============================
                    Income taxes                    $         -     $         -
                                                   =============================

14. Commitments   Employment Agreement
    and
    Contingencies The Company has entered into an employment agreement with the
                  President and Chief Executive Officer which expires December
                  31, 2007. The agreement provides the employee with an annual
                  base salary, bonus, other employee benefits and a severance
                  package if terminated.

--------------------------------------------------------------------------------
                                                                            F-20
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

14. Commitments   401 (k) Plan
    and
    Contingencies The Company has a 401(k) Retirement Savings Plan (the Plan).
    Continued     All employees are eligible to participate in the Plan after
                  one year of service. The Company contributes up to 4% of
                  participants' annual compensation on a discretionary basis.

                  The Company contributions vest over a five-year period.
                  Contribution expense for the years ended December 31, 2004 and
                  2003 were approximately $21,000 and $12,000, respectively.

                  License Agreements

                  The Company has entered into a license agreement with a
                  university. Under the agreement, the Company has the exclusive
                  right to develop, market and sub-license certain technology.
                  Royalties equal to 3% of net sales on products developed by
                  the Company from the technology and 15% of revenues received
                  from sub-licensees must be paid to the University of Southern
                  California (USC). A minimum royalty of $5,000 is due each
                  year. Royalty expense totaled $5,000 for each of the years
                  ended December 31, 2004 and 2003.

                  Registration Rights

                  The Company has a registration rights agreement, under which
                  the Company granted Boston Scientific Corporation certain
                  demand and "piggy back" registration rights with respect to
                  the 2,000,000 shares of the common stock acquired by Boston in
                  July 2003 and the 10,901,470 shares of the common stock
                  issuable upon conversion of the Series A Preferred Stock,
                  subject to the conditions set forth therein. The demand
                  registration rights may not be exercised while Boston
                  Scientific Corporation's option to purchase the controlling
                  shareholder's stock is in effect.


15. Fair Value of The Company's financial instruments consist of cash,
    Financial     receivables, payables, and notes payable. The carrying amount
    Instruments   of cash, receivables, and payables approximates fair-value
                  because of the short-term nature of these items. The carrying
                  amount of notes payable approximates fair value as the
                  individual borrowings bear interest at market interest rates.

--------------------------------------------------------------------------------
                                                                            F-21
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

16. Recent        In November 2004, the FASB issued SFAS No. 151, Inventory
    Accounting    Costs. The statement amends Accounting Research Bulletin (ARB)
    Pronounce-    No. 43, Inventory Pricing, to clarify the accounting for
    ments         abnormal amounts of idle facility expense, freight, handling
                  costs, and wasted material. ARB No. 43 previously stated that
                  these costs must be "so abnormal as to require treatment as
                  current-period charges." SFAS No. 151 requires that those
                  items be recognized as current-period charges regardless of
                  whether they meet the criterion of "so abnormal." In addition,
                  this statement requires that allocation of fixed production
                  overhead to the costs of conversion be based on the normal
                  capacity of the production facilities. The statement is
                  effective for inventory costs incurred during fiscal years
                  beginning after June 15, 2005, with earlier application
                  permitted for fiscal years beginning after the issue date of
                  the statement. The adoption of SFAS No. 151 is not expected to
                  have a significant impact on the Company's current financial
                  condition or results of operations.

                  In December 2004, the FASB issued SFAS No. 153, Exchanges of
                  Nonmonetary Assets - An Amendment of APB Opinion No. 29. APB
                  Opinion No. 29, Accounting For Nonmonetary Transactions, is
                  based on the opinion that exchanges of nonmonetary assets
                  should be measured based on the fair value of the assets
                  exchanged. SFAS No. 153 amends Opinion No. 29 to eliminate the
                  exception for nonmonetary exchanges of similar productive
                  assets and replaces it with a general exception for exchanges
                  of nonmonetary assets whose results are not expected to
                  significantly change the future cash flows of the entity. The
                  adoption of SFAS No. 153 is not expected to have any impact on
                  the Company's current financial condition or results of
                  operations.

                  In December 2004, the Financial Accounting Standards Board
                  issued Statement of Financial Accounting Standards No. 123R,
                  Share-Based Payment, which is effective for public companies
                  for interim or annual periods beginning after June 15, 2005.
                  This statement will have a significant impact on our
                  consolidated statements of operations, as we will be required
                  to expense the fair value of our stock option grants rather
                  than disclose the impact on our consolidated net loss within
                  our footnotes as is our current practice. We intend to comply
                  with the standard upon its effectiveness; however, we do not
                  believe that the impact would be materially different from our
                  pro forma disclosures as described in Note 1 to the
                  Consolidated Financial Statements.

--------------------------------------------------------------------------------
                                                                            F-22
<PAGE>

                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

17. Subsequent    On April 13, 2005, the Transaction Agreement entered into by
    Event         the Company and its controlling stockholders and Boston
                  Scientific Corporation dated as of October 29, 2003, as
                  amended September 30, 2004 (the "Transaction Agreement"), and
                  the related Option Agreements (the "Option Agreements") dated
                  as of October 29, 2003 entered into among Boston, Acquisition
                  Corp. and each of Berger Family Enterprises, David B. Berger
                  (the "Berger Stockholders"), the Richard J. and Marla A.
                  Linder Family Limited Partnership, and Richard J. Linder (the
                  "Linder Stockholders" and collectively with the Berger
                  Stockholders, the "Controlling Stockholders") were amended and
                  restated to, among other things, reduce the exercise period of
                  the options to one calendar day, reduce the exercise price of
                  the options from $2.00 per share to $1.50 per share in the
                  case of the Linder Stockholders and from $2.00 per share to
                  $0.79 per share in the case of the Berger Stockholders, reduce
                  the aggregate potential earn-out payments from $1.50 per share
                  to $1.44 per share, and change the performance milestone
                  events required to be achieved as a precondition to payment of
                  such earn-out amounts. Immediately following the execution of
                  the amended agreements, Boston exercised its purchase option
                  to acquire the shares of the Controlling Stockholders thereby
                  acquiring control of Rubicon and triggering its obligation to
                  commence a cash tender offer for the other issued and
                  outstanding shares of the Company's common stock at a price of
                  $1.50 per share plus the potential earn-out payments. The earn
                  out payments are based on the achievement of certain
                  milestones including FDA approval for the Rubicon Filter and
                  achieving certain levels of sales of the Rubicon Filter after
                  FDA approval is achieved.

                  Acquisition of Intellectual Property Rights

                  Prior to the execution of the Amended Agreements, Rubicon
                  entered into an exclusive license and purchase agreement dated
                  as of April 12, 2005 with Jacques Seguin pursuant to which
                  Rubicon acquired an exclusive license to use, and an option to
                  purchase, certain patents and patent applications in
                  consideration of license and option payments in the total
                  amount of $7 million, $6 million of which is anticipated will
                  be paid shortly and the balance of which is payable upon FDA
                  approval of an infringing product.

--------------------------------------------------------------------------------
                                                                            F-23
<PAGE>
                                                     RUBICON MEDICAL CORPORATION
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

18. Legal         On April 14, 2005 a purported class action complaint was filed
    Proceeding -  in the New Castle County Court of Chancery for the State of
    Subsequent    Delaware against Rubicon, the directors of Rubicon, Boston
    Event         Scientific and Acquisition Corp., generally alleging breaches
                  of fiduciary duties and seeking to enjoin Boston Scientific's
                  proposed acquisition of Rubicon's publicly owned shares. No
                  amounts have been recorded in the accompanying consolidated
                  financial statements as a result of the litigation.





--------------------------------------------------------------------------------
                                                                            F-24