U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-KSB

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

     For the fiscal year ended December 31, 2001
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                        Commission File No.  333-51414
                                            -----------

                          RUBICON MEDICAL CORPORATION
                          ---------------------------
               (Name of Small Business Issuer in its Charter)

       DELAWARE                                          87-0361403
       --------                                          ----------
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                              2064 West Alexander
                          Salt Lake City, Utah  84119
                          ---------------------------
                  (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (801) 886-9000


                                      N/A
                                      ---
       (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   None

     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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X     No            (2)  Yes  X    No
               ---      ---                  ---      ---

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company'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.  [ ]

State Issuer's revenues for its most recent fiscal year:   December 31, 2001 -
$1,755,000.

<PAGE>

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

     March 27, 2002 - $22,266,714.  There are approximately 21,006,334 shares
of common voting stock of the Company held by non-affiliates.  On March 12,
2002, the average of the bid and ask prices of the Company's common stock was
$1.06.

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Not applicable.

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                              January 30, 2002

                                52,076,334

                    DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

<PAGE>
                                  PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Rubicon Medical Corporation ("Rubicon" or the "Company") was formed in
December, 1996, to pursue the development and marketing of medical products,
devices and services.  Originally, Rubicon was formed as a limited liability
company under the laws of the State of Utah.  Rubicon Medical, Inc. was
organized on March 31, 2000, and effective May 1, 2000, the members of the
limited liability company exchanged their membership interests for all of the
outstanding common stock of Rubicon Medical, Inc.  In October 2000, Rubicon
completed a merger with Hi-Tech Ventures, Inc., a Delaware corporation, which
resulted in Rubicon's management taking control of Hi-Tech and Rubicon's
shareholders becoming the majority owners of Hi-Tech.  Hi-Tech's name was
subsequently changed to Rubicon Medical Corporation.  Rubicon was interested
in a merger in an effort to be able to offer what we believed was a perceived
liquidity of the public markets to our current investors and future investors.
Without the perceived liquidity of the public markets, Rubicon was having
difficulty attracting investors because of our size and our state of
development.  By merging with Hi-Tech, Rubicon was able to create a
shareholder base that we believed would allow us to request to have our shares
listed on a public market.  Additionally, by merging with Hi-Tech, Rubicon was
able to fulfil obligations to Smith Consulting Services and Banyon Investments
which contractually could have had the right to 14.5% of Rubicon.  Under an
agreement with Smith Consulting Services, we were obligated to deliver to it
9.5% of our stock for certain consulting work it was performing.
Additionally, Banyan Investments held a convertible promissory note for
$200,000 which converted into 5% of our common stock on conversion.  By
merging with Hi-Tech, Smith Consulting Services and Banyon Investments were
willing to renegotiate the terms of their agreements by waiving any future
rights to shares of Rubicon.  Instead, they were satisfied with the amount of
shares they either owned in Hi-Tech or were able to acquire from shareholders
of Hi-Tech.  Additionally, Banyon was willing to convert the $200,000
promissory note into 200,000 shares of Rubicon which represented 0.4% of the
then issued and outstanding shares, as apposed to the 5% it was entitled to in
the note.

     Rubicon believes Smith Consulting Services was willing to waive its
rights to receive a higher percentage of Rubicon shares in an effort to obtain
liquidity to its share position in Rubicon.  Without the transaction with Hi-
Tech, Rubicon probably would not be pursuing becoming a public company for a
period of time.  By having Rubicon complete a merger with Hi-Tech and move
forward on becoming a public company, Smith Consulting Service obtained
potential liquidity in its interest in Rubicon earlier than it otherwise
would.  Management of Rubicon also believed that Smith Consulting Services,
based on its relationship with shareholders of Hi-Tech and on the lack of
business in Hi-Tech, could acquire shares of Hi-Tech relatively inexpensively
and without placing a financial burden on Smith Consulting Services.

     With the belief in Smith Consulting Services ability to acquire Hi-Tech
shares and Rubicon's desire to alleviate its obligations to Smith Consulting
Services, management of Rubicon conditioned the transaction with Hi-Tech on
Smith Consulting Services waiving any amounts owed it by Rubicon and accepting
as its interest in Rubicon that amount of shares it was able to receive from
Hi-Tech and its shareholders.  By agreeing to these conditions, Smith
Consulting Services provided Rubicon's management additional incentive to
engage in a transaction with Hi-Tech.  Smith Consulting Services, on the other
hand, was able to obtain shares in a company which would have its shares
publicly traded, providing potential liquidity on its interest in Rubicon.
There was no additional consideration paid to Smith Consulting by Rubicon and
no further compensation is anticipated.  Additionally, Rubicon did not offer
any shareholders of Hi-Tech any additional consideration or incentives to sell
or deliver shares to Smith Consulting.  Rubicon was not involved in any of the
negotiations between Smith Consulting Services and Hi-Tech and its
shareholders.  We only indicated the total dilution we would accept on any
transaction with Hi-Tech.

     Prior to its merger with Rubicon, Hi-Tech had no operations and nominal
assets.  Hi-Tech's prior business operations had ceased in the early 1990's
and it had not engaged in any meaningful business in almost ten years.

     Rubicon was originally formed to be a manufacturer of medical tubing.
From this base, Rubicon expanded to also produce catheter tips.  Catheter
tips are required on all tubing that is inserted into a blood vessel or
orifice of the body.  A catheter tip requires the end of medical tubing be
tapered down to a specified size from its original blunt end to make insertion
possible without damaging the blood vessel.

     As part of our expansion into the catheter market, we purchased Accurate
Designs, Inc., a Salt Lake City, Utah based catheter-tipping company, in
April, 2000.  Accurate Designs not only manufactures the catheter tip but
manufactures the catheter tipping equipment which produces catheter tips.

     Due to certain alleged misrepresentations made by Accurate Designs with
regard to its title to its assets and the status of its intellectual property,
we filed an arbitration action seeking the rescission of the Accurate Design
acquisition in January, 2002.  Effective February 1, 2002, we entered into a
Mutual Release and Settlement Agreement rescinding the Accurate Designs
acquisition.  See the caption "Legal Proceedings," Item 3 of this Report.

     The past two years has been spent on the development of our manufacturing
facilities and locating the right people to run the facilities.  We spent
considerable time and money in developing internal manufacturing and quality
systems to comply with ISO9002, which we received on April 10, 2000.  ISO9002
is an industry standard for assuring quality assurance systems are in place.
Gaining ISO9002 certification gave us the necessary quality certification to
assure companies purchasing our products that we had met certain quality
standards in our contract manufacturing processes.  ISO 9000 is a series of
certifications and standards which a company must follow in its manufacturing
processes.

     Rubicon had expanded its operation by leveraging its medical engineering
capabilities to develop medical products.  One of the products we had been
working on was the guardian embolization protection system for use in the
neuro-interventional and cardiology markets.  The guardian project was
completed through the design engineering and in-vitro testing stages.  Further
development was required to produce multiple product iterations, complete
animal testing, and obtain regulatory approval for marketing.  We licensed
this product to Abbott Laboratories, which will complete the further
development of the product.  We licensed this product to Abbott Laboratories
due to the cost and resources required to pursue product development
throughout the animal testing, regulatory approval and marketing phases.

     The development of the guardian system has proven to be initially
successful for us with an initial cash payment of $2,000,000 received from
Abbott Laboratories in June, 2000, as part of our licensing agreement with
them.  This payment helped to offset the losses we had suffered in our other
two business units as we completed the development of our manufacturing
facilities and started initial production.  Our contract manufacturing and
equipment sales units produced combined revenues of only $788,000, in 2001.
As a result, we have recently decided to refocus our operations on the
technology development and licensing unit, and to expand that unit to
manufacture and market our proprietary technologies, as discussed below.
Industry overview
-----------------

     Historically, Rubicon has focused on three business units:

          Technology development and licensing;

          Contract manufacturing; and

          Equipment manufacturing.

          In January, 2002, which is subsequent to the period covered by this
Report, our Board of Directors voted unanimously to focus on developing,
manufacturing and marketing our own proprietary technologies and devices in
the field of interventional vascular medicine.  During the first three months
of 2002, we have stopped actively marketing products in the contract
manufacturing  and equipment manufacturing business units.  Neither of these
areas has provided any earnings for us.  Meanwhile, the technology development
and licensing unit has proven lucrative to date and has the potential for
substantial revenues and earnings once regulatory approvals are obtained.
Therefore, we will be expanding the technology licensing and development unit
to begin the manufacturing and marketing of our proprietary technologies.  As
we move forward, the company will no longer be split into three business
units, and we will have the sole focus of developing, manufacturing, and
marketing our proprietary technologies.

     Our decision will require us to phase out the contract manufacturing unit
and to divest ourselves of the equipment manufacturing unit.  We will continue
with our contract manufacturing until our customers can find alternative
vendors for their products, and we may build additional inventories for those
clients to help with the transition.  Presently, we have completed the
building of excess inventories and we have transitioned our customers to
alternative vendors. We will use as much of the existing equipment, assets and
personnel of the contract manufacturing unit as possible to manufacture our
proprietary technologies.

     Effective February 1, 2002, which is subsequent to the period covered by
this Report, we executed a Mutual Release and Settlement Agreement by which we
reconveyed Accurate Designs to Mr. Pearsall and he agreed to waive his claims
to the $250,000 cash payment and the $1,000,000 in stock that were due to him
as part of the Accurate Designs acquisition.  We also agreed to dismiss our
arbitration demand against Accurate Designs and Mr. Pearsall.  See the caption
"Legal Proceedings," Item 3 of this Report.

     Rubicon's objective is to develop, manufacture and market worldwide our
proprietary technologies.  This will include conducting research and
development activities to identify new and novel technologies.  We will work
together with our medical advisory board to evaluate those technologies in a
pre-clinical setting.  We will build internal manufacturing capabilities to
build in quantity the devices that we desire to commercialize.  We will build
an internal regulatory system to comply with all federal laws regarding the
development, manufacturing, testing, control, and marketing of medical
devices.  Presently, we have much of this accomplished.  We are not, however,
registered with the Food and Drug Administration, and we are in the process of
obtaining the additional ISO quality certifications needed to expand our
business as discussed.  We anticipate obtaining these in 2002.
     Once we have completed the development activities of our devices, we
will seek to obtain regulatory approvals in the United States and in other
countries to market the devices.  This is often a costly process.  We will
take into consideration the costs for regulatory approvals as we determine
whether to market the device or license or sell the technology to an industry
partner.  Costs for regulatory approvals may include clinical studies, device
production costs, administrative and travel expenses, hospital reimbursements,
outside consultants, and additional personnel.

     Rubicon's first major project in the medical device field was the
guardian embolization protection system, which we licensed from the University
of Southern California.  This product is an occlusion balloon exchange guide
wire that may enable angioplasty and stenting to be performed in the carotid
artery without major embolic complications.  In addition to the carotid
market, the guardian system may enable heart bypass grafts, called saphenous
vein grafts, to be treated with fewer major adverse cardiac events.  We
believe embolization protection could improve clinical outcomes, reduce the
incidence of major and minor stroke associated with carotid artery stenting,
and decrease major adverse cardiac events in the treatment of coronary vein
grafts.  Until more studies and human trials are completed, the actual
reduction in stroke rates and major adverse cardiac events will be unknown.

     The guardian system is a patented technology for primary use in the
neuro-interventional and cardiology markets.  These markets focus on arteries
and veins leading to the brain and those in the heart, and the removal of
blockages in these veins and arteries.  The total worldwide
neuro-interventional, interventional cardiology and peripheral interventional
radiology markets, we believe, is growing and management believes the total
markets may approach $1 billion.  This is a new and developing market so the
ultimate size of the market may differ substantially from our beliefs.
Presently, the statistical information to determine the actual size of the
market is limited and our estimates are based on our attempts to understand
the potential size of the markets.  The actual size of the markets may differ
substantially.

     Rubicon had been developing the guardian embolization protection system
since 1998, when we acquired the technology through a worldwide licensing
agreement with the University of Southern California (USC).  Our agreement
with USC gives us the exclusive worldwide right to the patents and products
derived under such patents for use in diagnostic and therapeutic use related
to the carotid artery or other arteries and veins in the body.  This license
essentially allows us to take the initial designs developed by USC and make
improvements on them and then to manufacture and sell the products anywhere in
the world.  Under the terms of our licensing agreement, we are required to pay
USC 15% on 50% of the royalties and fees we receive related to the technology
we received from USC.  Additionally, we are required to maintain certain
levels of insurance and indemnify USC from potential liability related to the
products.  Our 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 we
breach 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.

     After completing design work and development on the guardian system, we
licensed the guardian embolization protection system to Abbott Laboratories.
The guardian license allows for three milestone payments.  The first payment
of $2,000,000 was received in June 2000. Two subsequent payments are
receivable upon future milestones.  One milestone payment of $4,000,000 is
receivable upon commercial shipment of product within the European Union
following CE approval, which is the approval required to sell medical products
in the European Union and is similar to the US FDA approval.  The other
milestone payment of $8,000,000 is receivable upon FDA approval of products
for either saphenous vein graft or carotid applications.

     From these milestone payments we are required to pay USC 15% of one half
of the payments to Rubicon.  Accordingly, we would pay USC $300,000 on CE
approval and $600,000 on FDA approval.  The license also establishes royalty
payments on sales of the guardian system in the United States, Europe, Japan,
Canada, Australia, and Hong Kong.  The royalty payments are structured to be a
percentage of sales which percentages increase as the dollar amount of the
product sold increase.  The royalty payments would be 5% on the first one
hundred million dollars, six percent on the second one hundred million dollars
and seven percent on all cumulative net sales in excess of two hundred million
dollars.  We are then required to pay USC its portion of the royalty payments
which is 15% of fifty percent (50%) of the payments that are paid to Rubicon.
The agreement with Abbott Laboratories is for a period of the duration of the
patents related to the guardian system or the expiration of the USC agreement
whichever is sooner.  The agreement may be terminated sooner if one party
breaches material terms of the agreement or upon 12 months' notice from
Abbott.  If Abbott terminates the agreement on twelve months notice, it would
be required to fulfill all terms of the agreement related to any future
products it sells including royalty payments.

     Our agreement with Abbott Laboratories limits our ability to transfer or
subsequently license the guardian system.  Under the terms of the agreement,
as long as Abbott is not in breach of the agreement, we cannot license the
product to another party.  Additionally, we can not work on or develop a
competing product in the area of balloon embolic protection as long as Abbott
is not in breach of its agreement.

     Since entering into the license agreement with Abbott, we have been
working to establish a body of intellectual property in the areas of filter
embolic protection and stent delivery systems.  We have built a management
team and Board of Directors with vast experience in the medical device
industry and we anticipate continuing to build this team in 2002.

     The Rubicon filter embolic protection device was invented by Richard J.
Linder, our President and Chief Executive Officer, and is being engineered by
internal research and development personnel, led by Daryl Edmiston, Vice
President of Research & Development.  Rubicon has used the $2 million license
fee payment from the Abbott Labs, along with other capital raised through our
private placements, to develop the embolic filter and fund operations.
Management believes the embolic filter will be used to treat diseased
saphenous vein grafts, carotid arteries, native coronary vessels, renal
arteries, and also will be used in the treatment of acute myocardial
infarction.  The embolic protection devices on the market, or in clinical
development, are split into two general categories; balloon occlusive systems,
similar to the guardian, and filter systems that allow continuous blood flow
during a procedure.  Rubicon now has an embolic filter in development that
enables the company to fully compete in the embolic protection markets.

     Rubicon has begun expanding the technology development and licensing
business unit to include the manufacture and marketing of our proprietary
technologies.  Management, including the medical advisory board, believes that
our proprietary technologies, namely the Rubicon filter, will have a
competitive advantage in the marketplace.  We further believe, based on
analysis of the market and the experience of the management team, that Rubicon
will have greater opportunities for revenues if the Company takes its own
products to market and capitalizes on its recent inventions.

Medical Advisory Board
----------------------

     Rubicon has developed a medical advisory board to assist us in analyzing
new potential products in addition to the Guardian system.  The medical
advisory board consists of doctors in fields of expertise directly related to
our products, markets, and research.  We have been working with them regularly
and they are assisting in performing clinical analysis and testing when
necessary.

     Our medical advisory board consists of seven physicians.  Each member of
the medical advisory board has a consulting contract with us.  Members of our
medical advisory board include:

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

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

Barry Katzen, MD: Medical Director, Miami Cardiac & Vascular Institute,
Baptist Hospital, Miami, FL

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

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

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, FL

Craig Morrison, MD:  General Surgeon, Brigham Young University Health Sciences
Center, Provo, UT

Competition
-----------

     Rubicon competes in a very crowded field in all of its product offerings.
Most of Rubicon's competitors have been in business for some time, and enjoy
strong revenues and earnings.  There is no single competitor that controls any
of our markets and we do not anticipate that one company will emerge as the
dominant company in our field.  The embolic protection market has been split
into two general categories; balloon and filters.  The guardian system that
was licensed to Abbott Laboratories is a balloon system and the Rubicon filter
competes in the rest of the embolic protection market.

     Our filter embolic protection system will compete with Boston
Scientific's Filterwire EX; Johnson & Johnson/Cordis's Angioguard XP;
MedNova's Cardioshield and Neuroshield; Microvena's E-Trap; and Guidant's
Accunet.  There may be other filter embolic protection devices available that
we are unaware of, or are under clinical or pre-clinical development.  The
guardian system presently competes with Medtronic PercuSurge; Kensey-Nash; and
ArteriA.  These are the companies currently offering balloon based systems.

Governmental Regulation
-----------------------

     There are extensive governmental regulations which affect medical product
companies.  In the US, the Food and Drug Administration or FDA has
jurisdiction over most medical devices.  The FDA breaks medical devices into
three classes: class I, II, and III.  Rubicon develops medical devices that
fall within the class II and III category.  A class II device is a product
that has a previously approved product performing similar functions.  For
class II products, the FDA only requires a 510(k) application which
demonstrates that the device performs the same function as a previously
approved product and works similarly to the prior product.  Class II product
approval is relatively simple to obtain in comparison to a class III approval.
A class III device is a product wherein there is no equivalent product on the
market.  For class III devices, clinical data must be submitted to prove that
the device is safe and effective.  The requirement in this case is an
investigation device exemption to perform clinical studies, institutional
review board approval at the various hospitals where clinical studies will be
performed, and finally a pre-market approval for the device once the clinical
studies have proven it safe and effective.  Although a product such as our
guardian system would be a class III product, we have elected not to try and
move a product through the class III approval phase because of the cost
involved, and instead, will let a marketing partner handle these phases.  In
the instance of our guardian system, Abbott Laboratories is responsible for
submitting the product for FDA approval.  Abbott Laboratories is working on
this submission but it is in the early phases and the application's ultimate
success and timing is still uncertain.  On products such as the guardian
system, we will not be the party seeking FDA approval.

     With regard to the filter embolic protection device, Rubicon will seek
its own regulatory approval of the filter.  This will include regulatory
approvals in Europe through a CE mark and in the United States through either
a 510(k) or a pre-market approval.  Rubicon has not yet determined which
regulatory path we will take in the United States, although it is likely that
a pre-market approval will be required by the FDA for our filter embolic
protection device.

     In addition to FDA approval prior to the marketing of medical devices,
other government agencies have an affect on our business.  The Healthcare
Finance Administration regulates the amount of money which will be paid on
medicare claims.  This agency directly determines the amount of money paid on
some medical devices in clinical studies and in the medicare system.

Patents
-------
     The guardian system as developed by USC, Dr. Teitelbaum and Rubicon has
received patent protection in Japan, the United States, Canada and Australia.
A patent application on the guardian system has been filed in Europe but not
yet approved.  We have filed for patent protection on our improvements to the
guardian system.  The new application, owned exclusively by Rubicon, is for
improvements relating to methods of establishing an inflation conduit within a
guidewire and opening and closing the inflation conduit.  These applications
are in the early stages and no assurances can be given that we will actually
receive the patents.  These patents follow upon, but are dissimilar in their
function to, the patents received by USC and Dr. Teitelbaum on the guardian
system.

     We have also filed for patent protection on our filter embolic protection
device.  Our filter device is in the very early stages of development and it
is too early to see if the patent application will be accepted.  Additionally,
we have filed for patent protection in the areas of stent delivery systems and
combination devices of stent delivery systems with embolic protection.  Again,
it is too early in the patent prosecution phase to determine whether or not
Rubicon will receive patents for these applications.

Employees
---------

     Rubicon has 12 employees with four engineers, six in administration and
two in production.  We have employment contracts with Richard J. Linder and
all salaried personnel.

Item 2.  Description of Property.
         ------------------------

     Rubicon leases approximately 13,500 square feet in Salt Lake City, Utah
under the terms of a three-year lease that expires December 31, 2002.  Monthly
rent is approximately $5,333.  We believe these facilities are large enough to
handle our current needs.  At this facility, we have one 1200 square foot
class 100,000 clean room, and two smaller class 100,000 clean rooms.

Item 3.  Legal Proceedings.
         ------------------

     In January, 2002, which is subsequent to the period covered by this
Report, we filed an Arbitration Demand with the American Arbitration
Association, seeking the rescission of our acquisition of Accurate Designs or,
in the alternative, damages in an amount to be determined at a hearing on the
matter.  We also sought attorney's fees incurred in the action.

     The bases for our arbitration demand were that:

          Accurate Designs and Harold Pearsall falsely represented that they
          had good title to the assets being conveyed, that the assets were
          free of encumbrances and that the intellectual property being
          conveyed did not violate any patents; and

          Mr. Pearsall breached his agreement to perform his job duties
          faithfully and to the best of his ability and violated his
          covenant not to compete with us.

         Effective February 1, 2002, we entered into a Mutual Release and
Settlement Agreement with Accurate Designs and Harold Pearsall.

     The arbitration and the Settlement Agreement stemmed from our acquisition
of Accurate Designs in April, 2000, pursuant to an Asset Purchase Agreement.
Under the Asset Purchase Agreement, we agreed to pay to Mr. Pearsall
$1,000,000 in cash and to issue common stock valued at $1,000,000 to Mr.
Pearsall.  As of the effective date of the Settlement Agreement, the Company
owed Mr. Pearsall a $250,000 cash payment, which was due on December 17, 2001,
and $1,000,000 in stock, payable in December, 2002.

     Under the terms of the Settlement Agreement, we agreed to withdraw the
Arbitration Demand.  In addition, the parties agreed as follows:

          Mr. Pearsall agreed to sell to us all of his 50,000
          outstanding shares of Rubicon common stock, in exchange for
          $100,000 cash, payable upon execution of the Settlement Agreement;

          Rubicon agreed to return all Accurate Designs assets in its
          possession and released to Mr. Pearsall all of its right, title and
          interest in the Accurate Designs assets;

          Rubicon agreed to pay Mr. Pearsall's Cobra premium for up to 18
          months, as long as he remains qualified for Cobra coverage;

          Rubicon agreed not to compete with Mr. Pearsall or Accurate Designs
          in the business of catheter tipping equipment for two years from the
          date of the Settlement Agreement and to forward to Mr. Pearsall all
          inquiries regarding the catheter tipping business;

          Rubicon waived any claim to the installment payments already made
          under the Asset Purchase Agreement and Mr. Pearsall and Accurate
          Designs waived any right to further payments of cash and stock under
          the Asset Purchase Agreement; and

          Mr. Pearsall agreed to pay to Rubicon $15,000 per machine on the
          four catheter tipping machines as a full reimbursement of costs
          associated with the machines.

     On February 14, 2002, we filed with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the terms of the Settlement
Agreement.  See Item 13 of this Report.

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

     No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the calendar year covered by this Report.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
-----------------
     Rubicon's common stock is currently traded on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc., under the symbol "RMDC."
However, our common stock has been quoted only since November 8, 2001, and the
market is limited in volume.  We can not guarantee that the present market for
our common stock will continue or be maintained.

     On December 7, 2000, we filed with the Securities and Exchange Commission
a Registration Statement on Form SB-2 to register 11,508,000 shares of common
stock held by certain stockholders.  The Registration Statement subsequently
became effective and we are currently preparing to file a post-effective
amendment to allow the selling stockholders to continue selling these shares.
The sale of these shares or of unregistered and restricted common stock
pursuant to Rule 144 may substantially reduce the market price of our common
stock.

     The quarterly high and low bid prices for our shares of common stock
since public trading of these shares commenced on November 8, 2001, are as
follows:


                                            Bid
                                            ---

Quarter or period ending:          High             Low
-------------------------          ----             ---

November 8, 2001, through
December 31, 2001                  $1.40            $1.00


     These bid prices were obtained from Pink Sheets, LLC, formerly known as
the "National Quotation Bureau, LLC," and do not necessarily reflect actual
transactions, retail markups, markdowns or commissions.

     The future market price of our common stock may be highly volatile.
Rubicon is registering 11,508,000 shares on its Registration Statement on Form
SB-2.  The 36,000,000 shares issued to the shareholders of Rubicon Medical,
the Utah corporation, in relation to the reorganization with Hi-Tech Ventures
became available for resale under Rule 144 in October 2001.  The resale of any
of these shares could adversely affect the market price of our common stock.

Holders
-------

     As of January 28, 2002, there were approximately 263 record holders of
Rubicon's common stock.  This figure does not include an indeterminate number
of stockholders who may hold their shares in street name.

Dividends
---------

     The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future.  There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.

Recent Sales of Unregistered Securities.
----------------------------------------

     In November 2000, Rubicon issued 36,000,000 shares of common stock to
four shareholders of Rubicon Medical, Inc., the Utah corporation, in exchange
for all of the outstanding common shares of Rubicon Medical, Inc. and 163,400
shares of its preferred stock to 17 preferred stockholders of Rubicon Medical,
Inc., in exchange for their 163,400 preferred shares of Rubicon Medical, Inc.
All shares were issued in relation to the acquisition of Rubicon Medical, Inc,
the Utah Corporation by Hi-Tech, the Delaware corporation whose name was
subsequently changed to Rubicon Medical Corporation.  The 17 shareholders
receiving preferred stock had previously invested $817,000 in the Utah
corporation.  The four shareholders receiving common stock were the original
founders of Rubicon Medical, LLC, which was later changed to a corporate form
from the limited liability company form through the exchange of stock of
Rubicon Medical, Inc. for all of the assets of the Rubicon Medical, LLC.  The
four shareholders of Rubicon Medical, Inc. had received their shares in
exchange for their membership interests in Rubicon Medical, LLC.  The capital
was contributed to both Rubicon Medical, LLC and Rubicon Medical, Inc. prior
to the exchange of shares with Hi-Tech.  The transactions are believed exempt
from registration under Section 4(6) and/or 4(2) of the Securities Act due to
the investment intent of the individuals, their accredited nature and the
number of individuals receiving shares.  In 2001, Rubicon issued 473,334
shares of its common stock to its medical advisory board as part of their
consulting compensation.  Rubicon also converted a debenture owed to Banyon
Investment Company into 200,000 shares of common stock.  Banyon Investment
Company is owned by accredited investors.  At the time of the original
promissory note to Banyon and its subsequent conversion, Banyon was provided
with all information it requested and indicated that it had an investment
intent to hold the note or shares, and did not intend to resell the note or
shares in the immediate future.  Rubicon relied on section 701 and 4(2),
respectively for these transactions.

     In October, 2001, our Board of Directors authorized a private placement
of up to 3,000,000 shares of our common stock at a price of $0.50 per share.
As of February 7, 2002, we had sold 1,769,000 shares, for gross proceeds of
$884,500.  We relied on Section 4(2) and Rule 506 of Regulation D for these
transactions.

     In December, 2001, the holders of all 163,400 outstanding shares of our
preferred stock converted their preferred shares into 1,634,000 shares of our
common stock at a price of $0.50 per share, or 50% of the market price of our
common stock at the time of conversion.  We relied on Section 3(a)(9) of the
Securities Act of 1933 for these transactions.

     In connection with the recapitalization between Hi-Tech and Rubicon,
Smith Consulting Service received shares.  These shares were issued at the
time of the recapitalization in October 2000.  Originally, Rubicon had entered
into a contract with Smith Consulting Services which provided it would receive
9.5% of Rubicon.  When the transaction with Hi-Tech was proposed, Smith
Consulting Services agreed it would relinquish any rights to receive any
amounts owed under its consulting contract with Rubicon and instead receive
only those shares it was able to acquire, at the time of the recapitalization,
from Hi-Tech and its shareholders.  Smith Consulting Services is owned by Karl
Smith who is an accredited investor.  Mr. Smith had performed extensive
investigation into Rubicon and Hi-Tech, our operations and financial
conditions prior to receiving any shares.  At the time of the
recapitalization, note holders of Hi-Tech converted their notes to 11,508,000
shares of Hi-Tech's common stock.  There were two note holders both of whom
had extensive experience dealing with small companies like Hi-Tech and
Rubicon.  Both had access to information on Rubicon and Hi-Tech.  Rubicon
relied on section 4(2) as its exemption for these transaction.

     Prior to its acquisition by Hi-Tech, Rubicon, the Utah corporation
completed a private placement of its preferred stock to 17 accredited
investors and relied on section 4(2) as an exemption.  Additionally, in
December 1999, Rubicon issued a convertible debenture to Banyon Investment
Company for an investment of $200,000 by Banyon.  Rubicon relied on section
4(2) for the exemption since all members of Banyon are accredited investors
and Banyon was provided with substantial information on Rubicon.

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

General.
--------

     Rubicon Medical Corporation conducts research and development activities
to generate medical related technologies and intends to manufacture medical
products that result out of these technologies. Historically, Rubicon's
operations were divided into three strategic business units (SBU's): contract
manufacturing; equipment manufacturing; and technology development and
licensing.  In January 2002, in an effort to maximize growth and achieve high-
margin revenues, our Board of Directors resolved to re-focus all of our
efforts towards the technology development and licensing business unit and
discontinue both the contract and equipment manufacturing segments of our
operations.  As a result of these actions, the contract and equipment
manufacturing business units are presented as discontinued operations. The
following discussion is on continuing operations, and includes the technology
development and licensing business unit.

     Rubicon successfully licensed our guardian embolization protection system
to Abbott Laboratories (Abbott) in June 2000.  The guardian license allows for
three milestone payments to be made to Rubicon.  The first payment of
$2,000,000 was received at the time the initial license agreement was entered
into. Two subsequent payments will be made when future milestones are
achieved.  One milestone payment of $4,000,000 will be made upon commercial
shipment of product within the European Union following CE approval, which is
the approval required to sell medical products in the European Union and is
similar to FDA approval in the United States.  In October 2001, Abbott
Laboratories successfully completed the first step required to achieve CE
approval.  During human feasibility studies, European doctors successfully
used the guardian device in seven patients.  The remaining steps in the CE
approval process are expected to begin in 2002.  A second, unrelated
milestone payment of $8,000,000 will be made upon FDA approval of products for
either saphenous vein graft or carotid applications.  The nature of medical
research makes the timing of any future milestone payments difficult to
predict, therefore no assurance can be given that any milestone payments will
be received.

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

     Now that we have successfully licensed the guardian system, our focus
will be on developing, manufacturing, and marketing our own proprietary
technologies and devices in the field of interventional vascular medicine.
To further the development of new technologies, and speed up the process in
which we can offer additional products, we intend to increase our expenditures
in research and development.  To fund these increases, in October 2001, our
Board of Directors authorized us to offer up to 3,000,000 shares of our common
stock.  As of March 11, 2002 we have sold 1,769,000 shares and have raised
$884,500.

     We do not believe that the events of September 11, 2001, will have any
material effect on our business operations.

Fiscal 2001 Compared with 2000.
-------------------------------

     Results of Operations.
     ----------------------

     Revenue from continuing operations for 2001 was $1,755,000, compared to
$835,000 for the prior year.   Part of the increase in sales is due to the
licensing of the guardian system, which accounted for $1,333,000 in revenue
for 2001.  The licensing funds were received in June 2000, with the revenue
allocated over the projected development period of eighteen months.
Continuing operations had income before tax of $182,000 for fiscal 2001
compared to a loss of $740,000 for fiscal 2000.

     Net income was impacted by a number of charges that were not the result
of continuing operations.  Rubicon recorded a net loss from discontinued
operations of $899,000 for 2001, compared to $217,000 for 2000.  Nearly all of
the $582,000 in disposition charges for fiscal 2001 resulted from the
discontinued equipment manufacturing business unit.

     Furthermore, due to the uncertainty of our ability to recover our
deferred tax asset, an income tax valuation adjustment of $243,000 has been
established in fiscal 2001.  As a result, the net income tax expense of
$307,000 for fiscal 2001 is significantly larger than in the prior year.  As a
result of the above charges, Rubicon had a net loss of $1,024,000 for fiscal
2001, compared to a loss of $739,000 for 2000.

     Additionally, in fiscal year 2001, the holders of the 2000 Series A
Convertible Mandatory Redeemable Preferred Stock, converted their shares into
shares of Rubicon common stock. As a result, a beneficial conversion feature
of $409,000 was assigned to the preferred shares.  While the resulting
conversion charge did not affect our net income, it did impact the net loss
for Rubicon's common shareholders.  The net loss applicable to common
shareholders was $1,433,000 for fiscal 2001, compared to a loss of $739,000
for fiscal 2000.

     Our Technology Development and Licensing business unit is currently
working on a number of new technologies.  As a result of these efforts, we
have filed provisional patents on a number of new devices and intend to file
utility patents within the time period required by the United States Patent
Office.  Although we had net a loss for fiscal 2001, our continuing operations
had pre-tax profits.  We feel this trend should continue into fiscal 2002, as
we expect to have increased revenues from our technologies.  In addition,
without the discontinued operations charges that existed in fiscal 2001, we
expect net income will improve as well.

     Results of Discontinued Operations.
     -----------------------------------

     Subsequent to December 31, 2001, Rubicon's Board of Directors determined
to focus solely on the technology development and licensing business unit and
discontinue both the contract and equipment manufacturing segments of our
business. These two segments had combined revenues of $788,000 for fiscal
2001, compared to $495,000 for fiscal 2000.  The costs and expenses associated
with these operations were $1,091,000 for fiscal 2001 and $704,000 for fiscal
2000.  Discontinued operations had a loss from discontinued operations of
$317,000 for fiscal 2001 and $217,000 for fiscal 2000.  Lower than expected
revenues, and the continued losses in these business segments, contributed to
management's decision to eliminate them.

     In addition to the $317,000 net loss from discontinued operations,
Rubicon recognized an estimated loss of $582,000 on the disposition of
discontinued operations.  $532,000 of the disposition loss resulted from the
decision to discontinue the equipment manufacturing segment, and enter into an
agreement to sell the assets acquired from Accurate Designs, back to the
original owner.  The remaining $50,000 in disposition charges is the result of
the estimated loss expected from the ultimate disposition of the contract
manufacturing segment.

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

     Rubicon had total revenue of $1,755,000 from continuing operations and
had a net loss of $125,000 for fiscal 2001, compared to $835,000 in revenue
and a net loss of $522,000 for fiscal 2000.  Prior to 2000, all available
funds were used for the development of our products and modification of our
facilities to allow us to qualify to manufacture medical products.  These
activities took longer than anticipated and substantially impacted our
resources.  At the end of December 31, 1999, our future ability to manufacture
product was in serious doubt.  Fortunately, in June of 2000, we were able to
raise additional capital and to complete the licensing agreement with Abbott
Laboratories, which provided us with operating capital to continue.

     The current obligations as of December 31, 2000, have been significantly
reduced during fiscal 2001.  Our current liabilities from continuing
operations decreased from $2,303,000 December 31, 2000, to $256,000 for the
period ending December 31, 2001.  In addition, current assets from continuing
operations also decreased from $2,126,000 December 31, 2000 to $726,000 for
the period ending December 31, 2001.  The improvements in working capital can
be attributed to three events.

     First, the deferred revenue of $1,333,000 that existed as a result of the
Abbott Laboratories agreement has been completely recognized as revenue from
continuing operations.

     Second, the agreement to sell the assets acquired in the Accurate Designs
acquisition will satisfy all of the remaining obligations that existed out of
the original asset purchase transaction.  The original purchase agreement with
Accurate Designs was structured as an installment purchase, with a total
purchase price of $2,000,000.  $1,000,000 was to be paid in cash and
$1,000,000 was to be paid in shares of Rubicon's common stock.  $750,000 of
the $1,000,000 in cash was paid prior to the resale agreement, leaving a
balance of $250,000.  Shares of our common stock were to be delivered one year
from the date a public trading market was established.   Our shares were
listed for trading on the Electronic Bulletin Board in November 2001; which
gave until November 2002, to deliver one million dollars worth of Rubicon
common stock.  As a result of the sells agreement, Rubicon will be able to
eliminate all of our current obligations related to the Accurate Designs
acquisition.  We will no longer be obligated to pay the $250,000 for the cash
balance, and our common stock holders will not suffer any dilution as they
would have, had we issued the one million dollars of common stock.

     Third, in March 2001, the $200,000 convertible debenture to Banyon
Investment Company was converted by the holder into 200,000 shares of
Rubicon's common stock, which, at the time, represented less than 1% of our
total outstanding common stock.

     As a result of the reduction in our current liabilities, working capital
as of December 31, 2001, increased to $470,000, compared to negative working
capital of $177,000 for the same period 2000.

     Rubicon has been successful in raising additional capital though the
private placement of our securities.  As of December 31, 2001, Rubicon had
raised $689,000 in exchange for the issuance of 1,380,000 shares.  Through
March 25, 2002, we have raised an additional $195,00 in exchange for the
issuance of 389,000 shares of common stock.  We will use these monies for
research and development for the manufacturing of our own technologies.

     Revenue generated from our technology development and licensing
operations has helped support all of our operations for the past year and has
not required significant capital expenditures. Now that our focus has shifted
entirely to this business unit, we expect capital expenditures for technology
and development to be higher than they have been in the past.  However, any
capital expenditures will depend on future revenues and our ability to obtain
capital funding.

     Forward-Looking Information.
     ----------------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company, including, without limitation,
statements preceded by, followed by or that include the words "may", "would",
"could", "should", "expects", "projects", "anticipates", "believes",
"estimates", "plans", "intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in the Company's reports on file with the Securities and Exchange
Commission: (i) general economic or industry conditions, nationally and/or in
the communities in which the Company conducts business; (ii) changes in the
interest rate environment, legislation or regulatory requirements; (iii)
conditions of the securities markets; (iv) changes in the medical devices
industry; (v) the development of products that may be superior to products
offered or developed by the Company; (vi) competition; (vii) changes in the
quality or composition of products developed by the Company; (viii) our
ability to develop new products; (ix) our ability to raise capital; (x)
changes in accounting principals, policies or guidelines; (xi) financial or
political instability; (xii) acts of war or terrorism; (xiii) other economic,
competitive, governmental, regulatory and technical factors affecting the
Company's operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

Item 7.  Financial Statements.
         ---------------------

Consolidated Combined Financial Statements for the years ended December 31,
2001 and 2000

     Independent auditors' report

     Consolidated balance sheet

     Consolidated combined statement of operations

     Consolidated combined statement of equity

     Consolidated combined statement of cash flows

     Notes to consolidated combined financial statements

<PAGE>


RUBICON MEDICAL
Consolidated Combined Financial Statements
December 31, 2001 and 2000



<PAGE>

           Index to Consolidated Combined Financial Statements

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






                                                                  Page
                                                                  ----

Independent auditors' report                                        F-2

Consolidated balance sheet                                          F-3

Consolidated combined statement of operations                       F-4

Consolidated combined statement of equity                           F-5

Consolidated combined statement of cash flows                       F-6

Notes to consolidated combined financial statements                 F-7

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

                          F-1
<PAGE>


                                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Rubicon Medical Corporation


We have audited the consolidated balance sheet of Rubicon Medical Corporation
as of December 31, 2001, and the  consolidated  combined  statements of
operations, equity,  and cash flows for the years ended  December  31, 2001
and 2000.  These consolidated  combined  financial  statements  are  the
responsibility  of  the Company's  management.  Our  responsibility  is to
express  an opinion on these consolidated combined financial statements based
on our audits.

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

In our opinion, the consolidated combined financial statements referred to
above present fairly, in all material  respects,  the consolidated  combined
financial position  of Rubicon  Medical  Corporation  as of  December  31,
2001,  and the consolidated  combined  results of their operations and their
cash flows for the years ended December 31, 2001 and 2000, in conformity with
accounting principles generally accepted in the United States of America.


Salt Lake City, Utah                             /s/ Tanner & Co.
February 7, 2002

                      F-2
<PAGE>

<TABLE>
<CAPTION>


                 RUBICON MEDICAL CORPORATION
                 Consolidated Balance Sheet

                                               December 31, 2001

     Assets

<S>                                               <C>
Current assets:
   Cash and cash equivalents                      $         366,000

   Accounts receivable, net                                 176,000

   Income tax receivable                                    163,000

   Prepaid expenses                                          21,000
                                                      -----------------
       Total current assets                                 726,000

Property and equipment, net                                 302,000

Intangible assets, net                                       15,000
                                                      -----------------
                                                  $       1,043,000
                                                      -----------------
-----------------------------------------------------------------------
     Liabilities and Stockholders' Equity
     ------------------------------------

Current liabilities:

   Accounts payable                               $         115,000

   Accrued liabilities                                        3,000

   Net liabilities from discontinued operations              14,000

   Current portion of long-term debt                         68,000
                                                     -----------------

       Total current liabilities                            200,000

Long-term debt                                               56,000
                                                     -----------------

       Total liabilities                                    256,000
                                                     -----------------

Commitments and contingencies                                     -
                                                     -----------------

Stockholders' equity:

   Common stock: 100,000,000 shares
   authorized of $.001 par value,
   51,687,334 shares issued and outstanding                  52,000

   Additional paid-in-capital                             2,815,000

   Deferred compensation                                   (120,000)

   Accumulated deficit                                   (1,960,000)
                                                     -----------------

       Total stockholders' equity                           787,000
                                                     -----------------
                                                  $       1,043,000
                                                     -----------------

------------------------------------------------------------------------
See accompanying notes to consolidated combined financial statements.
                       F-3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                     RUBICON MEDICAL CORPORATION
             Consolidated Combined Statement of Operations

                                            Years Ended December 31,
-----------------------------------------------------------------------
                                              2001           2000
                                        -----------------------------

<S>                                     <C>             <C>

Net sales                               $    1,755,000  $     835,000

Cost of sales                                  115,000        185,000
                                         -----------------------------

     Gross profit                            1,640,000        650,000
                                         -----------------------------

Operating expenses:
   General and administrative                  893,000        973,000

   Research and development                    380,000        199,000

   Depreciation and amortization               178,000        149,000
                                         -----------------------------
                                             1,451,000      1,321,000
                                         -----------------------------

  Income (loss) from
   continuing operations                       189,000       (671,000)
                                         -----------------------------

Other income (expense):
   Interest income                              42,000         56,000

   Interest expense                            (41,000)      (125,000)

   Loss on disposal of assets                   (8,000)             -
                                         -----------------------------

   Net other income (expense)                   (7,000)       (69,000)
                                         -----------------------------

  Income (loss) from
   continuing operations
   before provision for income taxes           182,000       (740,000)
                                         -----------------------------

Income tax (expense) benefit:

   Current                                     163,000       (274,000)

   Deferred                                   (470,000)       492,000
                                         -----------------------------
                                              (307,000)       218,000
                                         -----------------------------

  Net loss from
   continuing operations                     (125,000)      (522,000)

Loss from discontinued operations,
 net of income taxes                         (317,000)      (217,000)

Loss on disposition of
 discontinued operations,
 net of income taxes                         (582,000)             -
                                         -----------------------------
  Net loss                             $   (1,024,000) $    (739,000)
                                         -----------------------------
Beneficial conversion feature
 on preferred stock                    $     (409,000) $           -
                                         -----------------------------
Net loss applicable to
 common shareholders                   $   (1,433,000) $    (739,000)
                                         -----------------------------
Loss per common share
 - basic and diluted:

   Continuing operations               $         (.01) $        (.01)

   Discontinued operations                       (.02)          (.01)
                                         -----------------------------
                                       $         (.03) $        (.02)
                                         -----------------------------
Weighted average common shares
 - basic and diluted                       48,689,000     36,794,000
------------------------------------------------------------------------
See accompanying notes to consolidated combined financial statements.
                       F-4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

            RUBICON MEDICAL CORPORATION
             Consolidated Combined Statement of Equity

                                  Common Stock          Additional
                               ----------------          Paid-In
                             Shares    Amount            Capital
<S>                         <C>         <C>            <C>

Balance, January 1, 2000             -  $        -     $        -

Member Contributions                 -           -              -

Net loss for the four
months ended April 30, 2000          -           -              -

Contribution of members'
equity in exchange for
common stock of Rubicon
Medical, Inc.                   1,000            -         99,000

Recapitalization of
Rubicon Medical, Inc.
(See note 1)               35,999,000       36,000        (36,000)

Acquisition of
Hi-Tech Venture, Inc.
(See note 1)               12,000,000       12,000         (3,000)

Net loss for the period
from May 1, 2000 to
December 31, 2000                   -            -              -

----------------------------------------------------------------------
Balance,
December 31, 2000          48,000,000       48,000         60,000

Stock issued for:
  Cash                      1,380,000        1,000        689,000
  Services                    473,334            -        474,000
  Satisfaction of
  convertible debenture       200,000        1,000        199,000

Stock options issued for
services                            -            -        169,000

Conversion of preferred
stock to common stock       1,634,000        2,000        815,000

Beneficial conversion
feature                             -            -        409,000

Amortization of deferred
compensation                        -            -              -

Net loss                            -            -              -
----------------------------------------------------------------------
Balance,
 December 31, 2001         51,687,334   $   52,000     $2,815,000
----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                           Members'       Deferred         Accumulated
                            Equity      Compensation         Deficit

<S>                         <C>         <C>            <C>

Balance, January 1, 2000    $  78,000   $        -     $        -

Member Contributions          233,000            -              -

Net loss for the four
months ended April 30, 2000  (212,000)           -              -

Contribution of members'
equity in exchange for
common stock of Rubicon
Medical, Inc.                 (99,000)           -              -

Recapitalization of
Rubicon Medical, Inc.
(See note 1)                        -            -              -

Acquisition of
Hi-Tech Venture, Inc.
(See note 1)                        -            -              -

Net loss for the period
from May 1, 2000 to
December 31, 2000                   -            -       (527,000)

----------------------------------------------------------------------
Balance,
December 31, 2000                   -            -       (527,000)

Stock issued for:
  Cash                              -            -              -
  Services                          -            -              -
  Satisfaction of
  convertible debenture             -            -              -

Stock options issued for
services                            -     (169,000)             -

Conversion of preferred
stock to common stock               -            -              -

Beneficial conversion
feature                             -            -       (409,000)

Amortization of deferred
compensation                        -       49,000              -

Net loss                            -            -     (1,024,000)

Balance,
 December 31, 2001                  -   $ (120,000)   $(1,960,000)

See accompanying notes to consolidated combined financial statements.
                       F-5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                RUBICON MEDICAL CORPORATION
            Consolidated Combined Statement of Cash Flows

                                              Years Ended December 31,
----------------------------------------------------------------------
                                               2001          2000
                                           ---------------------------
<S>                                       <C>            <C>
Cash flows from operating activities:
Net loss                                  $  (1,024,000) $   (739,000)

Loss from discontinued operations               899,000       217,000

Adjustments to reconcile net loss to
 net cash (used in) provided by
 operating activities:

   Depreciation and amortization                178,000       149,000

   Bad debt expense                                             1,000

   Stock issued for services                    194,000             -

   Stock options issued for services             49,000             -

   Effective interest on beneficial
   conversion feature                                 -        77,000

   Deferred income taxes                        470,000      (492,000)

   Loss on disposal of assets                     8,000             -

   (Increase) decrease in:
     Accounts receivable                          2,000      (165,000)

     Income tax receivable                     (163,000)            -

     Other assets                                 5,000             -

   Increase (decrease) in:
     Accounts payable                            25,000        60,000

     Accrued liabilities                                      280,000

     Deferred revenue                        (1,333,000)    1,333,000

     Income taxes payable                      (274,000)      274,000
                                           ---------------------------

Net cash (used in) provided
 by continuing operations                      (964,000)      995,000

Net cash used in discontinued operations        (51,000)     (129,000)
                                           ---------------------------
     Net cash (used in) provided
      by operating activities                (1,015,000)      866,000
                                           ---------------------------
Cash flows from investing activities:
   Purchase of property and equipment           (71,000)      (76,000)

   Proceeds from sale of assets                   3,000             -

   Net cash received in
   acquisition of Hi-Tech                             -         9,000
                                           ---------------------------

Net cash used in continuing operations          (68,000)      (67,000)

Net cash used in discontinued operations         (1,000)     (295,000)
                                           ---------------------------
Net cash used in investing activities           (69,000)     (362,000)
                                           ---------------------------
Cash flows from financing activities:
   Proceeds from issuance of
    preferred stock                                   -       817,000

   Proceeds from issuance of
    common stock                                690,000             -

   Capital contributions                              -       233,000

   Principal payments on
   long-term debt                              (274,000)     (102,000)

   Decrease in bank overdraft                         -        (2,000)

   Proceeds from issuance
    of long-term debt                           150,000             -
                                           ---------------------------
Net cash provided by
 continuing operations                          566,000       946,000

Net cash used in
 discontinued operations                       (537,000)      (29,000)
                                           ---------------------------
Net cash provided by
 financing activities                            29,000       917,000
                                           ---------------------------

Net (decrease) increase in
 cash and cash equivalents                   (1,055,000)    1,421,000

Cash and cash equivalents at
 beginning of year                            1,421,000             -
                                           ---------------------------
Cash and cash equivalents
 at end of year                           $     366,000  $  1,421,000
                                           ---------------------------
-----------------------------------------------------------------------
See accompanying notes to consolidated combined financial statements.
                       F-6
</TABLE>
<PAGE>

                  RUBICON MEDICAL CORPORATION
          Notes to Consolidated Combined Financial Statements

                                           December 31, 2001 and 2000
----------------------------------------------------------------------

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

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

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

       During the year ended December 31, 2001, the Company was
       obligated  to  deliver  9.5% of its  stock  for  certain
       consulting  work performed under an agreement with Smith
       Consulting  Services.  Additionally  Banyon  Investments
       held a convertible  promissory note for $200,000,  which
       was convertible into 5% of common stock. By merging with
       Hi-Tech,    Smith   Consulting   Services   and   Banyon
       Investments  were  willing to  renegotiate  the terms of
       their agreements due to the increased  liquidity gained,
       by waiving  any  future  rights to  shares of  Rubicon.
       Instead,  they were  satisfied with the amount of shares
       they  either  owned in  Hi-Tech  or were able to acquire
       from the shareholders of Hi-Tech.  Additionally,  Banyon
       was willing to convert the $200,000 promissory note into
       200,000 shares of Rubicon, which represented 0.4% of the
       then, issued and outstanding  shares, as opposed to the
       5% it was entitled to in the note.

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

                         F-7
<PAGE>


                                            RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                             Continued

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

1.    Organization and Nature of Business Continued
       On April 17, 2000,  Rubicon purchased  Accurate Designs,
       Inc.  (Accurate) a company, which manufactures
       specialized  catheter  tips and related equipment.  The
       agreement  required the Company to pay $1,000,000
       cash and to issue  common  stock  valued at  $1,000,000.  The
       acquisition  was accounted for using the purchase method
       of accounting,  and the excess of the purchase price of
       $1,980,000  over  the  estimated  fair  value of the net
       assets  acquired was allocated to goodwill and was being
       amortized  over ten  years.  The  purchase  of  Accurate
       formed   the   basis   of   the   Company's    equipment
       manufacturing  segment.  The Company has  determined  to
       discontinue  the  equipment  manufacturing  segment  and
       entered into an agreement to transfer the assets of Accurate
       back to the original  owner during  February  2002. As a
       result the assets, liabilities and operations related to
       the Accurate  purchase  have been shown as  discontinued
       operations (see Note 13).

       The Company conducts research and development activities
       to generate medical related technologies.

2.     Liquidity
       The Company has incurred a net loss for the years ended
       December 31, 2001 and 2000.  However,  the Company has a
       significant  contract  with an  unrelated  third  party,
       which  when  earned  could   provide  the  Company  with
       approximately   $12,000,000   in  cash  (see  note  16).
       Management  believes that cash from  operations  will be
       sufficient  to  assure  continuation  of  the  Company's
       operations  through  December 31, 2002.  The Company has
       relied  heavily  upon sales of its common stock in order
       to fund operations.  Subsequent to December 31, 2001 the
       Company  has  sold  common   stock  for  cash   totaling
       $195,000.  However,  there can be no assurance that such
       equity  financing will be available on terms  acceptable
       to the Company in the  future.  If the Company is unable
       to obtain such  financing or secure debt  financing,  it
       may be unable to continue  development  of its  products
       and may be required to substantially curtail operations.

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

                         F-8
<PAGE>


                                           RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                           Continued

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


3.   Summary of Significant Accounting Policies
     Principles of Consolidation and Combination
     The consolidated combined financial statements include the
     operations of Rubicon Medical Corporation for the
     year ended December 31, 2001 and the L.C. for the period
     January 1, 2000 through April 30, 2000,  the  operations
     of  Rubicon  and  Accurate  from  May  1,  2000  through
     December  31,  2000 and  Hi-Tech  from  October 11, 2000
     through December 31, 2000.

     All significant  intercompany  balances and transactions
     have   been   eliminated   in  the   consolidation   and
     combination of the financial statements.

     Concentration of Credit Risk
     Financial   instruments  that  potentially  subject  the
     Company  to   concentration   of  credit  risk   consist
     primarily of trade receivables.  In the normal course of
     business,  the  Company  provides  credit  terms  to its
     customers.  Accordingly,  the Company  performs  ongoing
     credit   evaluations  of  its  customers  and  maintains
     allowances  for possible  losses which,  when  realized,
     have been within the range of management's expectations.

     During the years ended  December 31, 2001 and 2000,  two
     customers  each accounted for 10% or more of total sales
     (See note 17).

     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
     Raw materials are stated at the lower of cost or market.
     Cost is determined using the average cost method,  which
     approximates    the    first-in,    first-out    method.
     Work-in-process  and  finished  goods are  stated at the
     accumulated  manufacturing  cost,  but not in  excess of
     market.

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

                         F-9
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                          Continued

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

3.   Summary of Significant Accounting Policies Continued -
     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
     lease.  The estimated  useful lives of the assets are as
     follows:

                                                     Years
                                                     -----

                            Furniture and fixtures                7
                            Equipment                             5
                            Vehicles                              5
                            Leasehold improvements                3

       Expenditures  for  maintenance  and repairs are expensed
       when incurred and betterments are capitalized. Gains and
       losses on sale of property and  equipment  are reflected
       in the statement of operations.

       Intangible Assets
       Intangible  assets  consist  primarily of patent  costs.
       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 and service is  recognized
       upon  transfer  of title and  delivery of the product to
       the  customer or upon  performance  of services and when
       the Company has no significant obligations remaining.

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

                           F-10
<PAGE>


                                         RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                           Continued

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

3.   Summary of Significant Accounting Policies Continued -
     Revenue Recognition - Continued
     Revenue from license or other  agreements  is recognized
     when a binding agreement has been entered into, 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,  2001 and
     2000, advertising expenses totaled approximately $67,000
     and $18,000,  respectively,  and are included in general
     and   administrative   expenses   in  the   accompanying
     statement of operations.

     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.

     Earnings Per Share
     The computation of diluted  earnings per common share is
     based  on  the   weighted   average   number  of  shares
     outstanding  during  the  year,  plus the  common  stock
     equivalents.  Common  stock  equivalents  arising out of
     stock options issued to employees and consultants  equal
     to 154,000  shares of common stock were  outstanding  at
     December 31, 2001 and have a conversion  price of $1.00.
     Common stock  equivalents  have not been included in the
     diluted  earnings  per  share  calculation  because  the
     effect would be antidilutive.

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

                       F-11
<PAGE>


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


3.   Summary of Significant Accounting Policies Continued -
     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  the  reported
     amounts of assets and  liabilities  and  disclosures  of
     contingent  assets  and  liabilities  at the date of the
     financial   statements  and  the  reported   amounts  of
     revenues  and  expenses  during  the  reporting  period.
     Actual results could differ from those estimates.


4.   Detail of Certain Balance Sheet Accounts
     Receivables  consist  of  the  following at December 31,
     2001:
     Receivables:
     Trade receivables                    $  187,000
     Allowance for doubtful accounts         (11,000)
                                            ---------
                                    $        176,000
                                            ---------

5.   Property and Equipment
     Property  and  equipment  consists of the  following  at
     December 31, 2001:

     Equipment                                 $   619,000
     Leasehold improvements                         89,000
     Furniture and fixtures                         80,000
     Vehicles                                       21,000
                                                 -----------
                                                   809,000

     Less accumulated depreciation
     and amortization                             (507,000)
                                                 -----------

                                               $   302,000
                                                 -----------

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

                        F-12
<PAGE>


                                           RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                             Continued

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

6.   Intangible Assets
     Intangible  assets  consist of the following at December
     31, 2001:

     Technology                                $    18,000
     Less accumulated amortization                  (3,000)
                                               ------------

                                               $    15,000
                                               ------------
 7.   Long Term Debt
      Long-term debt consists of the following at December 31,
      2001:

      Capital lease obligations (see note 8)      $   117,000

      Note payable to a bank in monthly
      installments of $700, including interest
      at 8.5% secured by a vehicle, due
      December 2002                                     7,000
                                                  ------------
                                                      124,000


      Less current portion                            (68,000)
                                                   ------------

                                                  $    56,000
                                                   ------------

      Future maturities of long-term debt are as follows:

      Years Ending December 31:
      -------------------------

      2002                                        $    68,000
      2003                                             21,000
      2004                                             23,000
      2005                                              1,000
                                                   -----------

                                                   $   124,000
                                                   -----------
 8.   Leases
      The  Company  has  equipment  financed  through  capital
      leases that expire in 2002 through 2005. At December 31,
      2001,  equipment  with a cost of  $523,000  and  related
      accumulated   depreciation   of  $350,000  was  recorded
      related to these capital leases.  The lease  obligations
      are guaranteed by an officer.


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

                       F-13
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                             Continued

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


8.   Leases Contined
     Future minimum capital lease payments as of December 31,
     2001 are:
                                                 Amount
                                              ------------

     2002                                       $    69,000
     2003                                            26,000
     2004                                            26,000
     2005                                            12,000
                                                 ------------

     Total minimum lease payments                    133,000

     Less amount representing interest               (16,000)
                                                    ------------
     Present value of net minimum capital
     lease payments                              $   117,000
                                                    ------------

     The  Company  leases its office  and  warehouse  under a
     non-cancelable  lease  agreement  accounted  for  as  an
     operating lease. The lease expires in December 2002. The
     approximate  future  minimum  rental  payments under the
     non-cancelable operating lease are as follows:

     Years Ending December 31:
     -------------------------

     2002                                        $    64,000
                                                   ------------

                                                 $    64,000
                                                   ------------

     Rent expense under this lease was approximately  $62,000
     and $60,000 for the years  ended  December  31, 2001 and
     2000, respectively.

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

                       F-14
<PAGE>


                                      RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                           Continued

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


9.   Income Taxes
     At  December 31, 2001 and 2000,  income tax expense from
     continuing  operations  differs from the amount computed
     at federal statutory rates as follows:

                                  2001      2000
                                  --------------------
     Federal income tax benefit
     (expense) at statutory rate  $ (62,000) $ 252,000
     State                           (9,000)         -
     Non deductible interest and
     amortization expense                 -    (24,000)
     Other                            7,000    (10,000)
     Change in valuation allowance (243,000)         -
                                 ---------------------
                                  $(307,000) $ 218,000
                                 ---------------------

   Deferred tax assets  (liabilities)  are comprised of the
   following at December 31, 2001:

   Net operating loss carryforward             $   196,000
   Research and development credit carryforward     55,000
   Difference in book value of intangible assets    (3,000)
   Depreciation                                    (26,000)
   Accrued compensation                             17,000
   Other                                             4,000
                                                ------------
                                                   243,000

   Valuation allowance                            (243,000)
                                                ------------

                                            $         -
                                                ------------

     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  2001 and 2000,  the Company has  established a
     valuation   allowance  for  the  entire  amount  of  net
     deferred tax assets.


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

                        F-15
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                            Continued

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

9.   Income Taxes Continued
     At December 31, 2001, the Company had net operating loss
     carryforwards of approximately $576,000 and research and
     development tax credit  carryforwards  of  approximately
     $55,000.  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.

10.  Common and Preferred Stock
     The Company  amended its  Articles of  Incorporation  to
     increase the number of authorized shares of common stock
     of the Company to  100,000,000  shares in November 2000.
     In addition, the outstanding common stock of the Company
     was split on a 1 for 20 basis,  effective October, 2000.
     The  effect  of the stock  split has been  retroactively
     reflected in the  financial  statements  for all periods
     presented.

     Preferred Stock
     During the year ended  December 31, 2001, the holders of
     the  2000  Series  A  Convertible  Mandatory  Redeemable
     Preferred Stock  converted  their preferred  shares into
     1,634,000 shares of common stock.

     A beneficial conversion feature of $409,000 was assigned
     to the preferred shares,  which is reflected as a deemed
     dividend and as an increase in the net loss available to
     common  stockholders  during the year ended December 31,
     2001.

11.  Stock Option Plan
     The  Company has a Stock  Option Plan (the Option  Plan)
     which  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  incentive
     stock  options  and   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.


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

                       F-16
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                           Continued

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



11.  Stock Option Plan Continued
     A schedule of the options is as follows:
                                             Number        Exercise
                                                of         Price Per
                                             Options         Share
                                         ------------------------------
 Outstanding at January 1, 2000                - $            -
      Granted                                  -              -
                                         ------------------------------
 Outstanding at December 31, 2000              -              -
      Granted                          3,247,500           1.00
                                         ------------------------------

 Outstanding at December 31, 2001      3,247,500 $         1.00
                                         ------------------------------

12.  Stock-Based Compensation
     The Company  adopted the disclosure  only  provisions of
     Statement of Financial  Accounting  Standards (SFAS) No.
     123,   "Accounting   for   Stock-Based    Compensation."
     Accordingly, no compensation expense has been recognized
     for stock options granted to employees. Had compensation
     expense for the Company's  stock options been determined
     based on the fair  value at the  grant  date  consistent
     with the  provisions  of SFAS  No.  123,  the  Company's
     results of operations would have been reduced to the pro
     forma amounts indicated below:

                                               Years Ended
                                     -------------------------
                                               December 31,
                                     -------------------------
      Net loss - as reported         $  (1,024,000)  (739,000)
      Net loss - pro forma              (1,609,000)  (739,000)
      Loss per share - as reported            (.02)      (.02)
      Loss per share - pro forma              (.03)      (.02)
                                     -------------------------

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

                        F-17
<PAGE>


                                         RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                           Continued

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


12.  Stock-Based Compensation Continued
     The fair value of each option  grant is estimated at the
     date of grant  using the  Black-Scholes  option  pricing
     model with the following assumptions:

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

 Expected dividend yield    $               - $               -
 Expected stock price volatility          37%                 -
 Risk-free interest rate                 4.3%                 -
 Expected life of options             5 years                 -
                             ----------------------------------

     The  weighted  average  fair  value of  options  granted
     during the years ended December 31, 2001 is $0.38.

     The following table summarizes  information  about stock
     options and warrants outstanding at December 31, 2001:

                            Outstanding                     Exercisable
      ----------------------------------------------------------------
                    Weighted
                    Average    Weighted                   Weighted
Range of           Remaining   Average                    Average Exercise
Number  Contractual  Exercise        Number     Exercise
Prices  Outstanding  Life (Years) Price    Exercisable     Price
 ----------------------------------------------------------------------

 $    1.00    3,247,500       9.85    $   1.00    1,612,500    $   1.00
 -----------------------------------------------------------------------

13.  Discontinued Operations
     In an effort to maximize  growth and attain  high-margin
     revenues,  management  has determined to focus solely on
     the technology  development segment and discontinued the
     contract   manufacturing  and  equipment   manufacturing
     segments of its  operations.  The Company has recognized
     an  estimated  loss  on   disposition  of   discontinued
     operations  of $582,000 of which  $532,000 is related to
     the sale of the Accurate  assets back to the prior owner
     (See note 1).


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

                        F-18
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                        Notes to Financial Statements
                                                            Continued

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


13.  Discontinued Operations Continued
     Net liabilities and condensed discontinued operations as
     of December 31, 2001 are as follows:

     Assets:
           Inventory                     $          98,000
           Property and equipment, net             166,000
           Goodwill, net                         1,151,000
                                           ------------------
                                         $       1,415,000
                                           ------------------
    Liabilities:
           Accrued liability             $        (35,000)
           Notes payable                       (1,394,000)
                                           ------------------
    Net liabilities of discontinued
        operations                       $        (14,000)
                                           ------------------

                                    Years Ended
                                    December 31,
                          ------------------------------------
                                 2001              2000
                          ------------------------------------

 Revenue              $         788,000 $         495,000
 Costs and expenses           1,091,000           704,000
                          ------------------------------------

 Net loss before
 income taxes                 (303,000)         (209,000)

Income taxes - deferred        (14,000)           (8,000)
                          ------------------------------------
 Net loss             $       (317,000) $       (217,000)
                          ------------------------------------

14.  Related Party Transactions
     The  Company  entered into  the  following related party
     transactions:

     o   During the year ended December 31, 2001, the Company
     borrowed and repaid $150,000 from a board member.

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

                    F-19
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                        Notes to Financial Statements
                                                           Continued

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

14.  Related Party Transactions Continued
     o   During the year ended  December  31,  2001 and 2000,
     the  Company   paid   approximately   $108,000   and
     $109,000, respectively to a company owned by a major
     shareholder  and board member as  reimbursement  for
     expenses  and  capital  expenditures  paid  by  that
     company on behalf of Rubicon Medical Corporation.

     o   During the year ended  December  31,  2001 and 2000,
     the Company  recognized  approximately  $580,000 and
     $169,000,   respectively  in  revenue  for  services
     performed for Guardian (see note 16).


15.  Supplemental Disclosure of Cash Flow Information
     During the year ended December 31, 2001 the Company:
     o   Issued common stock in exchange for debt of $200,000
     Information
     o   Issued   common   stock   in   satisfaction   of   a
     compensation liability to the medical advisory board
     of $280,000.

     o   Exchanged  property and equipment  totaling  $24,000
     for  $2,000  cash  and a  $22,000  prepayment  on an
     operating lease.

     o   Increased additional paid-in capital and accumulated
     deficit by $409,000 due to the beneficial conversion
     feature of the 2000 Series A Preferred Stock.

     o   Issued  common stock in exchange  for all  Preferred
     Stock outstanding of $817,000

     o   Issued  stock   options  in  exchange  for  deferred
     compensation  of $169,000 of which  $49,000 has been
     recognized as compensation expense.
     During the year ended December 31, 2000, the Company:

     o   Acquired certain  equipment and vehicles in exchange
     for capital  lease and note payable  obligations  of
     $121,000

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

                         F-20
<PAGE>


                                            RUBICON MEDICAL CORPORATION
                                          Notes to Financial Statements
                                                              Continued

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

15.  Supplemental Disclosure of Cash Flow Information Continued
     o   The Company purchased all of the outstanding  common
     stock of Hi-Tech Venture, Inc. in a recapitalization
     transaction. The Company issued 12,000,000 shares of
     Common stock and recorded cash from the  acquisition
     totaling $9,000.

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

                             Years Ended December 31,
                         -------------------------------------
                             2001               2000
                         -------------------------------------

     Interest        $       41,000      $         48,000
                         -------------------------------------
     Income taxes    $      163,000      $              -
                         -------------------------------------


16.  Commitments and Contingencies
     Employment Agreements
     The  Company has entered  into an  employment  agreement
     with the  President  and Chief  Executive  Officer which
     expires  March 31,  2005.  The  agreement  provides  the
     employee  with an annual  base  salary,  car  allowance,
     other  employee  benefits  and a  severance  package  if
     terminated.

     The  Company has entered  into an  employment  agreement
     with the chief operating officer. The agreement provides
     the  employee  with an  annual  base  salary,  bonus  if
     certain   milestones  are  met,  car  allowance,   stock
     options,   and  other  benefits   available  to  regular
     employees.

     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  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.  The  Company  paid
     royalties of $5,000 and $150,000, during the years ended
     December 31, 2001 and 2000, respectively.

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

                         F-21
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                        Notes to Financial Statements
                                                            Continued

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

16.  Commitments and Contingencies Continued
     In  addition,  during the year ended  December 31, 2000,
     the  Company  entered  into a  license  and  development
     agreement (the development  agreement) with a company in
     the medical  industry  (Medical).  Under the development
     agreement,  the Company has granted Medical a sublicense
     to the technology  described in the preceding  paragraph
     and a license  to  additional  Company  technology.  USC
     shall  receive a 15%  royalty on  one-half  of the total
     revenues  generated under the development  agreement for
     the sublicense of USC patent  rights.  Royalties are not
     due on the  other  one-half  of the  revenues  generated
     through the license of additional Company technology.  A
     company, owned by an officer,  called Guardian RJL, Inc.
     (Guardian)  was formed to further  develop the  licensed
     technology with Medical.  Medical is required to provide
     $2,500,000  in cash to fund  the  development;  both the
     Company  and Medical  are  required  to use  "Reasonable
     Commercial   Efforts"  as  defined  in  the  development
     agreement in  performing  development  and  registration
     activities  for products.  The agreement  also calls for
     Guardian to reimburse  the Company for costs  associated
     with development (see note 14).


     In exchange for the  sublicense  and license  granted to
     Medical,  and in  consideration  for  cost  and  efforts
     expended by the Company to develop the  technology,  the
     Company was paid a fee of $2,000,000  and is eligible to
     receive   approximately    $12,000,000   in   additional
     payments,  if certain  milestones related to obtaining a
     C.E.  Mark in Europe and F.D.A.  approval  in the United
     States,  are achieved.  Royalties  equal to 5%-7% of net
     sales  on  products   developed  from  the   technology,
     increasing  based  on  sales  volume,  are  due  to  the
     Company.  Since the Company has been providing  research
     and  development   services  for  Guardian  the  initial
     license   payment  of   $2,000,000   was   deferred  and
     recognized  as revenue  over the  projected  development
     period of eighteen months.

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

                     F-22
<PAGE>


                                          RUBICON MEDICAL CORPORATION
                                        Notes to Financial Statements
                                                            Continued

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


17.  Major Customers
     Sales  to major  customers which  exceeded 10 percent of
     net sales were as follows:

                                     Years Ended
                                     December 31,
                        -------------------------------------
                                2001               2000
                        -------------------------------------

        Customer A     $       1,334,000 $          666,000
        Customer B     $         580,000 $          169,000


18.  Fair Value of Financial Instruments
     The  Company's  financial  instruments  consist of cash,
     receivables,  payables,  and notes payable. The carrying
     amount 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.


19.  Recent Accounting Pronouncements
     o   SFAS No. 140, Accounting for Transfers and Servicing
     of   Financial   Assets   and   Extinguishments   of
     Liabilities,  was issued in September 2000. SFAS No.
     140 is a replacement of SFAS No. 125, Accounting for
     Transfers  and  Servicing  of  Financial  Assets and
     Extinguishments   of   Liabilities.   Most   of  the
     provisions  of SFAS No. 125 were carried  forward to
     SFAS  No.  140   without   reconsideration   by  the
     Financial  Accounting  Standards  Board (FASB),  and
     some were  changed  only in minor  ways.  In issuing
     SFAS No. 140, the FASB included issues and decisions
     that had been  addressed  and  determined  since the
     original  publication  of SFAS No. 125. SFAS No. 140
     is  effective  for  transfers  after March 31, 2001.
     SFAS  No.  140  had  no  effect  on  the   Company's
     financial statements for the year ended December 31,
     2001 and management  does not expect SFAS No. 140 to
     have a significant  impact on the  Company's  future
     financial position or results of operations.


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

                       F-23
<PAGE>


                                           RUBICON MEDICAL CORPORATION
                                         Notes to Financial Statements
                                                             Continued

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


19.  Recent Accounting Pronouncements Continued
     o   In July 2001,  the  Financial  Accounting  Standards
     Board   issued   Statement   No.   141,    "Business
     Combinations"  and Statement No. 142,  "Goodwill and
     Other Intangible Assets." Statement No. 141 requires
     that the purchase  method of  accounting be used for
     all business  combinations  initiated after June 30,
     2001.  Statement No. 141 also specifies the criteria
     required  for  intangible   assets   acquired  in  a
     business  combination  to be recognized and reported
     apart from goodwill. Statement No. 142 requires that
     intangible  assets with  estimable  useful  lives be
     amortized  over their  respective  estimated  useful
     lives  to  their  estimated   residual  values,  and
     reviewed  for  impairment  in  accordance  with SFAS
     Statement No. 121, "Accounting for the Impairment of
     Long-Lived  Assets and for  Long-Lived  Assets to Be
     Disposed Of." The Company  adopted the provisions of
     Statement  No.141  in  2001  and the  provisions  of
     Statement No. 142 on January 1, 2002.

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

     As of December 31, 2001, the Company had unamortized
     goodwill in the amount of $1,150,000 included in net
     assets from discontinued operations, all of which is
     subject to the  transition  provisions  of Statement
     Nos.  141 and  142.  However,  due to the  Company's
     subsequent  discontinuance and sale of the equipment
     manufacturing  segment, a loss due to impairment has
     already  been  recognized  at December 31, 2001 (see
     note 13).

     o   The  Financial  Accounting  Standards  Board  issued
     Statement No. 143,  "Accounting for Asset Retirement
     Obligations" in September  2001.  Statement No. 143,
     which is effective for fiscal years  beginning after
     June 15, 2002,  addresses  financial  accounting and
     reporting  for   obligations   associated  with  the
     retirement  of  tangible  long-lived  assets and the
     associated asset retirement  costs.  Management does
     not  anticipate  that the  adoption of SFAS 143 will
     have a material  effect on the  Company's  financial
     statements.


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

                     F-24
<PAGE>


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



19.  Recent Accounting Pronouncements Continued
     o   The  Financial  Accounting  Standards  Board  issued
     Statement No. 144, "Accounting for the Impairment or
     Disposal  of  Long-Lived  Assets" in  October  2001.
     Statement No. 144 addresses financial accounting and
     reporting   for  the   impairment   or  disposal  of
     long-lived assets, and is effective for fiscal years
     beginning  after  December 15, 2001.  The  Statement
     also extends the  reporting  requirements  to report
     separately as discontinued operations, components of
     an  entity  that have  either  been  disposed  of or
     classified  as held for  sale.  Management  does not
     anticipate that the adoption of SFAS 144 will have a
     material  effect on the financial  statements of the
     Company.


20.  Subsequent Events
     o   During  January 2002 the Company has issued  389,000
     shares of common  stock  for  $195,000  as part of a
     private placement.

     o   During  February  2002 the  Company  entered  into a
     mutual  release and  settlement  agreement  with the
     prior  owner of  Accurate  to transfer the assets of the
     equipment  manufacturing  segment  back to the prior owner.
     The prior owner of Accurate was an officer of the Company
     during 2001.  The  assets  will  be  transferred  back  in
     exchange  for releasing  the Company from its  obligations
     to pay the remaining  unpaid  purchase price  consisting of
     $250,000  in cash and  $1,000,000  worth of  Company
     stock.  The  agreement  also requires the Company to
     buy  back  50,000  shares  of  common  stock  of the
     Company for $100,000.

     o   During January 2002 the Company established a 401(k)
     Retirement Savings Plan for the Company's employees.
     The Plan provisions include eligibility after a year
     of  service,   a  six  year  vesting  provision  and
     discretionary  contribution  by the Company up to 4%
     of a participant's compensation.


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

                         F-25
<PAGE>

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

     HJ & Associates, LLC, of Salt Lake City, Utah, audited the financial
statements of Rubicon Medical, L.C., for the year ended December 31, 1999.  In
December, 2000, the Company's Board of Directors resolved to retain Tanner +
Co., of Salt Lake City, Utah, as its independent auditor.  The Company had no
disagreements with HJ & Associates, L.C., regarding any financial statement or
accounting issues.  Other than questioning our "going concern" status and our
ability to remain operational for a period of 12 months, HJ & Associates,
L.C., had not issued any adverse opinion.  We had no disagreements with any
opinion of HJ & Associates.

     This change in accountants was disclosed in Amendment No. 2 to the
Company's Registration Statement on Form SB-2/A, which was filed with the
Securities and Exchange Commission on May 30, 2001, and which is incorporated
herein by reference.  That filing contained as an exhibit a letter from HJ &
Associates, L.C., stating that it had read such disclosure and agreed with the
statements therein as they related to their firm.  See the Exhibit Index, Item
13 of this Report.

                                 PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

     The members of the Board of Directors of Rubicon serve until the next
annual meeting of stockholders, or until their successors have been elected.
The officers serve at the pleasure of the Board of Directors.  All directors
have been directors of Rubicon Medical, Inc., the Utah corporation since 1996
and upon the acquisition by Rubicon Medical Corporation, previously Hi-Tech,
the Delaware corporation, became directors of the Delaware corporation as
well.  The following are the directors and executive officers of Rubicon.

Name                     Age    Position                Held Position Since
----                      --    --------                -------------------

Richard J. Linder        32     President, Chief Executive
                                Officer, Director               2000


David B. Berger          47     Chairman of the Board,
                                Director                        2000

Dennis M. Nasella        49     Director, Chief Financial
                                Officer, Secretary              2000

Harold R. "Butch"        55     Director, Chief Operating       2001
Wolcott                         Officer

Randall Higashida        46     Director                        2001

Daryl R. Edmiston        34     Vice President, Research &      2002
                                Development

Ronald B. Watkins        41     Vice President, Regulatory      2002
                                Affairs & Quality Control

     Richard J. 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 founding Rubicon.  Mr. Linder attended the
University of Utah and Brigham Young University majoring in behavioral science
and business administration.

     David B. Berger has been employed by E.B. Berger, Inc., a Utah based
specialty subcontractor construction company since 1976.  Mr. Berger co-
founded Rubicon Medical Corporation 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 24 years 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 it's 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.

     Dennis M. Nasella, CPA, has been employed by E.B. Berger, Inc. since 1993
as its chief financial officer.  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.

     Harold R. "Butch" Wolcott has 33 years' experience in newly-formed
venture capital financed corporations, as well as multi-million dollar medical
device businesses with international operations.  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 our Board of
Directors, Mr. Wolcott was on the Boards of Directors of several other
companies.

     Randall T. Higashida, MD, 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.

     Daryl R. Edmiston is our Vice President of Research and Development.  In
1992, Mr. Edmiston received a BS degree in Mechanical Engineering from Brigham
Young University.  He received an MS degree in Mechanical Engineering from
Purdue University in 1993.  From March, 1996, to August, 2000, he was a Senior
Equipment Engineer at Fairchild Semiconductor.  Mr. Edmiston had been a
private consultant to Becton Dickinson Vascular Access since June, 1998.

     Ronald B. Watkins is Rubicon's Vice President of Regulatory Affairs and
Quality Systems. He received his B.S. degree in Manufacturing Engineering from
Brigham Young University in 1998.  In 1993, he received an MBA degree from the
University of Phoenix.  Mr. Watkins served as Production Manager for National
Laser Company from 1995 to 2000, and was that company's Vice President of
Operations from February, 2000 to July, 2001.  Mr. Watkins has been employed
by Rubicon since that time.

Significant Employees.
----------------------

     The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person
of the Company:

     (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

     (4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     The Company is not subject to the Section 16 reporting requirements of
the Securities Exchange Act of 1934, as amended.

Item 10. Executive Compensation.
         -----------------------

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of Rubicon's last three completed fiscal
years to Rubicon or its principal subsidiaries chief executive officer and
each of its other executive officers that received compensation in excess of
$100,000 during such period (as determined at December 2001, the end of
Rubicon's last completed fiscal year):

                           Summary Compensation Table
                           --------------------------

<TABLE>
<CAPTION>
                                                                   Long Term Compensation
                                                                   ----------------------

                                 Annual Compensation             Awards               Payouts
                                 -------------------             ------               -------
                                             Other            Restricted
Name and                                     Annual        Stock    Options   LTIP   All Other
Principal Position  Year  Salary  Bonus ($)  Compensation  Awards  /SARs      Payout Compensation
------------------  ----  ------  --------   ------------  ------  -----      ------ -----------
<S>                 <C>   <C>     <C>        <C>           <C>     <C>        <C>    <C>
Richard Linder      2001  $100,000 $20,000    -             -       -          -         -
                    2000  $ 90,000 $20,000   $15,279        -       -          -         -
                    1999  $ 70,008 $ 1,000   $12,315        -       -          -         -

Harold R. "Butch"   2001  $ 11,538(1)    -    -             -       -          -         600 (1)
Wolcott
Harold Pearsall     2001  $100,000       -    -             -       -          -         -
                    2000  $ 69,166(2) 2,500   -             -       -          -         -

</TABLE>

     (1)  This figure represents Mr. Wolcott's pro rata salary from the date
of his hiring on November 19, 2001.  Mr. Wolcott's salary is $100,000 per
year, plus $25,000 upon the guardian system's receiving either CE Mark or FDA
approval.  Mr. Wolcott also receives a car allowance of $600 per month and is
eligible for life, health and dental insurance, with Rubicon paying the
premiums.

     (2)  This figure represents Mr. Pearsall's pro rata salary of $100,000
per year, beginning in May, 2000.

     At the fiscal year ends, Hi-Tech sole officer, Eugene Gronning, had
received no compensation.  The numbers provided are for Rubicon, prior to the
merger, as they provide the relevant information for the combined entities
going forward.  Richard Linder is the President and CEO of Rubicon.  Mr.
Linder's other compensation in 1998 consisted of $2,190 as a matching 401(k)
contribution and $1,500 for car allowances.  In 1999, Mr. Linder received
$12,315 in car allowances and in 2000 he received $14,895 in car allowances
and $384 in 401(k) contributions.

     Mr. Linder has an employment contract that provides for a $90,000 salary
and  up to $20,000 in bonuses per year.  Mr. Linder's employment contract also
provides for a $15,287 per year car allowance.   The parties have verbally
agreed to increase Mr. Linder's salary to $100,000 per year and to waive the
car allowance.  The Company currently provides Mr. Linder with an automobile
through a pre-paid lease.  The term of Mr. Linder's employment contract is
five years commencing April 2000.  If terminated without cause during the five
year period, Mr. Linder is entitled to a 90 day severance package consisting
of his salary and car allowance.  If terminated for cause, he will receive two
weeks severance.  The terms of the employment contract are written such that
cause for termination would be based on a fact scenario that would be deemed
to be a breach of his employment agreement.

     Rubicon has entered into agreements with our medical advisory board to
pay a total of $240,000, payable in shares of our common stock.  We recently
issued 473,334 shares to the medical advisory board as payments of the amounts
owed to the doctors under the consulting contracts.

Compensation Pursuant to Plans
------------------------------

     On November 7, 2001, our Board of Directors adopted our 2001 Stock Plan.
Under the Plan, we may grant to our employees and consultants options to
purchase up to 6,000,000 shares of our common stock.  The Plan authorizes us
to grant both Incentive Stock Options and Nonstatutory Stock Options.  For
Incentive Stock Options granted to employees holding more than 10% of our
outstanding common stock, the exercise price shall be no less than 110% of the
fair market value of our common stock on the date of grant, and the term of
the option may not exceed five years.  The exercise price of Incentive Stock
Options granted to other employees and of Nonstatutory Stock Options may not
be less than 100% of the fair market value of our common stock on the date of
grant, and the term of these options may not exceed 10 years.  As of the date
hereof, we have granted options to purchase a total of 3,247,500 shares of
common stock under the Plan.

     The following table shows the options granted to our directors and
executive officers under the Plan through December 31, 2001, the end of our
last fiscal year:

                    Options/SAR Grants in Last Fiscal Year
                    --------------------------------------

                               Individual Grants
                               -----------------

<TABLE>
<CAPTION>

  (a)                (b)           (c)            (d)              (e)
                  Number of      % of Total
                  Securities     Options/SARs
                  Underlying     Granted to
                  Options/SARs   Employees in   Exercise or Base  Expiration
Name              Granted (#)    Fiscal Year    Price ($/Sh)      Date
----              -----------    -----------    ------------      ----
<S>               <C>            <C>            <C>               <C>

Richard J.        500,000 (1)    15.4%          $1.00             Nov. 7, 2011
Linder            300,000 (2)     9.2%          $1.00             Nov. 7, 2011

David B.          450,000 (2)    13.9%          $1.00             Nov. 7, 2011
Berger

Dennis M.         300,000 (2)     9.2%          $1.00             Nov. 7, 2011
Nasella

Daryl R.          100,000 (1)     3.1%          $1.00             Nov. 7, 2011
Edmiston           20,000 (2)     0.6%          $1.00             Nov. 7, 2011

Harold "Butch"    150,000 (1)     4.6%          $1.00             Nov. 7, 2011
Wolcott           200,000 (2)     6.2%          $1.00             Nov. 7, 2011

Randall T.        150,000 (1)     4.6%          $1.00             Nov. 7, 2011
Higashida, MD      20,000 (3)     0.6%          $1.00             Nov. 7, 2011

Ronald B.         100,000 (1)     3.1%          $1.00             Nov. 7, 2011
Watkins            20,000 (2)     0.6%          $1.00             Nov. 7, 2011

</TABLE>

     (1)  One-fifth of these options will vest every November 7, beginning on
          November 7, 2002, with the last tranche vesting on November 7, 2006.
          Of the 3,247,500 currently outstanding options, a total of 1,237,500
          options will vest in this manner.

     (2)  These options vested immediately upon being granted.

     (3)  Represents Dr. Higashida's portion of the 132,500 currently
          exercisable options that we granted to the members of our Medical
          Advisory Board. On November 7, 2001, the Board of Directors resolved
          to grant a total of 530,000 options to the members of the Medical
          Advisory Board.  0ne-fourth of these options vest every six months,
          with the first tranche having vested on November 7, 2001, and with
          the final tranche to vest May 7, 2003.  If all of Dr. Higashida's
          options vest, he will hold options to purchase a total of 80,000
          shares as a member of the Medical Advisory Board.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

     The following table sets forth information relating to the beneficial
ownership of Rubicon's common stock by each person known by Rubicon to be the
beneficial owner of more than 5% of the outstanding shares of common stock and
each of Rubicon's directors and executive officers.

Name and Address of                             Percent
Principal Stockholders: (1)    Common Stock     of Class
---------------------------    ------------     --------

Berger Family Enterprises,     28,370,000 (2)     54.0%
FLP (D)
218 West 12650 South
Draper, Utah 84020

Richard J. Linder (D)           2,720,000 (3)      5.2%
2064 West Alexander Street
Salt Lake City, Utah 84119

Officers and Directors:
-----------------------
David B. Berger (D)            28,370,000 (2)     54.0%

Richard J. Linder (D)              ------See Above-------

Dennis M. Nasella                 450,000 (4)      0.9%

Daryl R. Edmiston                  20,000 (5)      0.04%

Harold R. "Butch" Wolcott         200,000 (6)      0.4%

Randall T. Higashida, MD          600,000 (7)      1.2%

Ronald B. Watkins                  20,000 (5)      0.04%
                                  ---------        -----
All officers and directors
 as a group (7 persons)        32,380,000         59.6%
                               ==========        ======

     (1) Unless otherwise noted below, Rubicon believes that all persons named
in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them.  For purposes hereof, a person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options or the conversion of convertible securities.  Each beneficial owner's
percentage ownership is determined by assuming that any warrants, options or
convertible securities that are held by such person (but not those held by any
other person) and which are exercisable within 60 days from the date hereof,
have been exercised.  Those shares owned directly are indicated by a (D) and
those shares owned indirectly are indicated by an (I).  Unless otherwise
noted, shares are deemed to be owned directly.

     (2)  Includes 450,000 shares of common stock underlying options that are
currently exercisable.

     (3)  Includes 300,000 shares of common stock underlying options that are
currently exercisable.

     (4)  Includes 300,000 shares of common stock underlying options that are
currently exercisable. Dennis Nasella purchased $75,000 of preferred stock in
2000.  These shares were purchased in connection with a private placement.
Mr. Nasella paid the same price as all other shareholders who purchased in the
private placement.  In December, 2001, the shares of preferred stock were
converted into 150,000 shares of our common stock at 50% of the Company's
market price, or $0.50 per share at the time of conversion.

     (5)  Includes 20,000 shares of common stock underlying options that are
currently exercisable.

     (6)  Includes 200,000 shares of common stock underlying options that are
currently exercisable.

     (7) Includes 20,000 shares of common stock underlying options that are
currently exercisable.


     See Item 9 of this Report for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.

Changes in Control.
-------------------

     There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     Except as indicated below, during the calendar year ended December 31,
2001, there were no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
the Company or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record
or beneficially more than five percent of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

     Rubicon's agreement with Abbott Laboratories required a separate
corporation be used for the future development costs associated with the
guardian system.  Accordingly, a separate corporation, Guardian RJL, Inc., was
created with Dennis Nasella as the owner of the shares.  Mr. Nasella is a
director, officer and shareholder of Rubicon.  The nature of the corporation
is such that Mr. Nasella's ability to control the corporation is limited by
language favoring future payments to Abbott Laboratories for future
development cost on the guardian system.  The entire funds placed in it by
Abbott Laboratories will be paid to only the party doing future development
work on the guardian system.  Some of these funds will be paid to Rubicon but
we anticipate the majority of these funds being paid back to Abbott
Laboratories as it proceeds with the development and testing of the guardian
system.

     During the calendar year ended December 31, 2001, the Company borrowed
and repaid a $150,000 loan from David B. Berger.

     Pursuant to the Accurate Designs Asset Purchase Agreement, we agreed to
pay Harold Pearsall $1,000,000 in cash and to issue common stock valued at
$1,000,000.  Under the Settlement Agreement that we entered into, Mr. Pearsall
and Accurate Designs agreed to waive any right to the $250,000 in cash and the
$1,000,000 in stock that had not been paid as of the date of the Settlement
Agreement.  See the caption "Legal Proceedings," Item 3 of this Report.

Certain Business Relationships.
-------------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 2001, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 2001, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

    The Company has no parents, except to the extent that David B. Berger may
be deemed to be a parent due to his ownership of approximately 58% of the
Company's issued and outstanding shares of common stock.

Transactions with Promoters.
----------------------------
     Except as indicated under the heading "Transactions with Management and
Others," during the calendar year ended December 31, 2001, there were no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any promoter or founder, or any member of the
immediate family of any of the foregoing persons, had a material interest.

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

Reports on Form 8-K
-------------------

     Current Report on Form 8-K dated February 1, 2002

Exhibits
--------

Exhibit
Number               Description
------               -----------

 10                  2001 Stock Plan

DOCUMENTS INCORPORATED BY REFERENCE

     Registration Statement on Form SB-2, as amended.

                              SIGNATURES

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


                                       RUBICON MEDICAL CORPORATION


Date:  3/25/02                          /s/ Richard J. Linder
      -------------                    ----------------------
                                       Richard J. Linder
                                       Chief Executive Officer, President and
                                       Director

     Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:

                                        RUBICON MEDICAL CORPORATION


Date: 3/25/02                            /s/ Richard J. Linder
     -------------                      ----------------------
                                        Richard J. Linder
                                        Chief Executive Officer, President and
                                        Director


Date:  3/25/02                           /s/ David B. Berger
      -------------                     --------------------
                                        David B. Berger
                                        Chairman of the Board of Directors


Date:  3/25/02                           /s/ Dennis M. Nasella
      -------------                     ----------------------
                                        Dennis M. Nasella
                                        Chief Financial Officer and Director