U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 1999

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

       For the transition period from _______________ to _________________

                         Commission file number: 33-28417


                               SITEK, INCORPORATED
             (Exact name of registrant as specified in its charter)

           Delaware                                              86-0923886
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              identification no.)

                             1817 West Fourth Street
                              Tempe, Arizona 85281
                    (Address of principal executive offices)

                    Issuer's telephone number: (480) 921-8555

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

        Securities registered pursuant to Section 12(g) of the Act: None

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

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

        The aggregate  market value of the voting and  non-voting  common equity
held by  non-affiliates  of the registrant,  based upon the closing bid price of
the registrant's  Common Stock as reported on the OTC Bulletin Board on June 15,
1999 was approximately $49,249,492.  Shares of Common Stock held by each officer
and director and by each person who owns 30% or more of the  outstanding  Common
Stock have been  excluded in that such  persons may be deemed to be  affiliates.
This determination of affiliate status is not necessarily conclusive.

        The number of  outstanding  shares of the  registrant's  Common Stock on
June 15, 1999 was 12,302,813.
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the  Registrant's  Proxy Statement for the Annual Meeting of
Stockholders  to be held on September 28, 1999 are  incorporated by reference in
Part III of this Form 10-K.
<PAGE>
                               SITEK, INCORPORATED
                             FORM 10-K ANNUAL REPORT
                            YEAR ENDED MARCH 31, 1999

                                TABLE OF CONTENTS

                                     PART I

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

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
           Matters..........................................................   4
Item 6.  Selected Financial Data............................................   7
Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................   7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.........  13
Item 8.  Financial Statements and Supplementary Data........................  14
Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.............................................  15

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.................  15
Item 11. Executive Compensation.............................................  17
Item 12. Security Ownership of Certain Beneficial Owners and Management.....  17
Item 13. Certain Relationships and Related Transactions.....................  17

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....  17

SIGNATURES.................................................................. S-1
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

SITEK, INCORPORATED

    SITEK, Incorporated,  a Delaware corporation ("SITEK"), is a holding company
which  provides   administrative   and  business   support   functions  for  its
semiconductor  industry  subsidiary  companies.  As of  March  31,  1999,  SITEK
operated  two  wholly-owned  subsidiaries:   CMP  Solutions,  Inc.,  an  Arizona
corporation  which  provides  engineering  and  manufacturing  services  to  the
semiconductor  industry  and  Advanced  Technology  Services,  Inc.,  an Arizona
corporation which buys and sells pre-owned  semiconductor capital equipment to a
world wide market. SITEK handles all the human resources,  accounting,  finance,
benefits administration and other general business services of its subsidiaries,
allowing  them to focus their  attention on  generating  revenues.  On April 28,
1999, SITEK acquired a new subsidiary,  VSM Corporation,  an Arizona corporation
involved in semiconductor  process  equipment and subassembly  manufacturing and
refurbishment.  SITEK intends to continue diversifying the services and products
it supplies the  semiconductor  industry  through  acquisitions  of  established
companies in the next fiscal year.

    SITEK's  executive  offices are located at 1817 West Fourth  Street,  Tempe,
Arizona 85281, and its telephone number is (480) 921-8555.

    Although  SITEK  was   incorporated  in  Delaware  on  June  30,  1998,  its
predecessor  has been in existence for over 10 years,  the majority of which its
predecessor  remained  dormant and did not engage in any commercial  operations.
SITEK is the  successor  to the Elgin  Corporation,  a publicly  traded  company
established  under the laws of Delaware on April 5, 1989. The Elgin  Corporation
entered into a merger from which the ultimate surviving corporation was Dentmart
Group,  Inc. on February 15, 1991.  On July 14, 1998,  Dentmart then merged into
and became part of its wholly owned subsidiary, SITEK. SITEK then entered into a
Stock Purchase  Agreement with CMP  Solutions,  Inc., an Arizona  corporation to
acquire all the outstanding stock of CMP Solutions, Inc. on July 14, 1998.

    Elgin was originally  established  to create a publicly held  corporation in
which a suitable  privately  held company or companies  could be merged.  Toward
that  goal,  Elgin  filed  a  registration  statement  with  the  United  States
Securities and Exchange  Commission on Form S-18 that was declared  effective on
November 30, 1989. Elgin filed a certification  and notice of suspension of duty
to file reports under Section  15(d) of the  Securities  Exchange Act of 1934 on
Form 15 in February 1991 and remained dormant until April 14, 1998 when Dentmart
filed a current report with the Securities and Exchange Commission reporting its
change in fiscal year from  December 31 to March 31, its number of  shareholders
exceeding  300 and its  intention  to resume  filing of periodic  reports  under
Section 15(d) of the Securities Exchange Act of 1934.

CMP SOLUTIONS, INC.

    SITEK   completed  an  acquisition  of  CMP  Solutions,   Inc.,  an  Arizona
corporation,  pursuant to a Stock  Purchase and Exchange  Agreement  dated as of
July 14, 1998. The terms of the  acquisition are more fully described in SITEK's
Report on Form 8-K filed on August 17,  1998,  which is  incorporated  herein by
reference.

    "CMP" refers to "chemical  mechanical  planarization,"  the process by which
surface materials on a silicon wafer are removed or polished to make it possible
to add new layers of integrated  circuit metal and insulator on the wafer.  This
technology is primarily used by integrated  circuit  manufacturers  who use this
process in their most  advanced  circuits.  Most  recently,  smaller  integrated
circuit and micro machine manufacturers have been leading the demand for new and
used CMP systems and CMP foundry  services.  Although the large  companies which
use the CMP process on its wafer have the  capability to  manufacture  their own
customized  CMP  treated  wafer,   the  high  cost   associated  with  equipment
procurement,  process  design and the  scarcity of qualified  technicians  makes
in-house

                                       1
<PAGE>
CMP wafer  treatment out of the reach of smaller  companies.  CMP Solutions uses
its team of  qualified  and  experienced  engineers  to produce  customized  CMP
processed  wafers  for  the  smaller  company  market  as the  industry's  major
outsource  provider of CMP wafer  processing.  To provide  these  products,  CMP
Solutions has its own "foundry" to which  customers  submit their wafers for CMP
processing.  CMP  Solutions  also expects to have the  capability to install and
operate a CMP operation on-site at the customer's plant.

    In addition to the manufacture of CMP processed wafers,  CMP Solutions makes
its engineers  available on a consulting  basis for customers who have purchased
equipment, but need assistance designing and utilizing the CMP equipment. During
the  fiscal  year  ending  March  31,  1999,  CMP  Solutions  continued  in  the
development  phase,  initial  marketing  and in  establishing  its silicon wafer
processing  facility.  Therefore,  CMP Solutions revenues during the last fiscal
year were less than 5% of the total revenues.

ADVANCED TECHNOLOGY SERVICES, INC.

    In July 1998 all the  outstanding  stock of  Advanced  Technology  Services,
Inc., an Arizona corporation  ("ATSI") was contributed to SITEK as a whollyowned
subsidiary.  ATSI is a business unit that buys and sells pre-owned semiconductor
processing and manufacturing equipment to the world-wide market of semiconductor
companies.  ATSI  generated  nearly all of SITEK's  sales  revenues for the year
ending March 31, 1999.

    Because of the high capital  expenditures a semiconductor  company must make
in  purchasing  new  equipment,   ASTI  provides  an  alternative  in  pre-owned
equipment.  ASTI  sells  mostly  to  semiconductor  companies  who  seek  to cut
production  costs  by  purchasing  pre-owned  semiconductor   manufacturing  and
processing equipment.

MARKETS

    SITEK  currently has two  principal  markets:  (i)  pre-owned  semiconductor
manufacturing  equipment;  and  (ii)  CMP  services.  The  semiconductor  market
contracted  dramatically  in 1997 and 1998,  but SITEK  believes  the  market is
expanding in 1999. SITEK believes there is significant pressure, especially as a
result  of the  1997-98  downturn  in  semiconductor  demand,  on  semiconductor
manufacturers  to  reduce  capital  equipment  acquisition  costs by  purchasing
pre-owned  equipment rather than new equipment.  Also resulting from the 1997-98
downturn,  several semiconductor  fabricating facilities have closed in the past
two  years,  putting  an  unusually  high  amount  of  pre-owned   semiconductor
manufacturing  equipment on the market.  As a result,  SITEK,  through ATSI, has
been able to successfully  acquire  pre-owned  equipment at favorable prices and
sell it to  semiconductor  manufacturers  on a global  basis.  In the  pre-owned
equipment market, SITEK's principal customer during the fiscal year ending March
31, 1999 was Philips N.V. in Europe.

    SITEK has begun  differentiating  itself from the other  participants in the
pre-owned  equipment market by providing total equipment  turnkey solutions in a
number of cases, which include both process and hardware qualification. This has
been done either through  contracting  with  companies  with  equipment-specific
expertise or from internally developed  capabilities  specifically in diffusion,
low pressure  chemical vapor  deposition  ("LPCVD")  equipment and CMP equipment
markets.  SITEK has focused on building a reputation  for excellent  service and
ethical business practices.

    SITEK  believes the CMP services  market was created due to the high cost of
owning and operating CMP equipment  making  in-house CMP operations  prohibitive
for  some  semiconductor   manufacturers.   SITEK  believes  that  semiconductor
manufacturers are seeking reductions in costs of production.  SITEK, through CMP
Solutions,  intends to provide to semiconductor manufacturers a lower cost, high
quality  source for CMP  out-source  production.  This will allow  semiconductor
manufacturers  the  ability  to  utilize  CMP  processing   technology  with  no
expenditures for capital equipment and related facilitization. For semiconductor
manufacturers that desire in-house CMP processing  capability,  SITEK intends to
provide them with  technical  support for CMP process  development a well as CMP
equipment upgrades to increase yields and reduce costs of production.

                                        2
<PAGE>
MARKETING AND SALES

    SITEK has relied upon a few sales  employees to generate its revenues in the
pre-owned  equipment market during fiscal year 1999. SITEK intends to expand its
sales and marketing staff  significantly  in fiscal year 2000.  SITEK expects to
use a combination  of its own sales and marketing  staff along with  independent
sales representative companies that SITEK believes have excellent relations with
its target market customers in their respective  regional markets,  such as Asia
and Europe. See Note 12 of the Consolidated  Financial Statements for revenue by
country and segment.

    Substantially  all of SITEK's  sales  revenue was generated in Europe during
fiscal year 1999. However, SITEK invoices primarily in U.S. dollars.  Therefore,
foreign  currency  exchange  issues were not  material  for SITEK in fiscal year
1999.

    Almost all of SITEK's  sales  revenues  for the fiscal year ending March 31,
1999 was generated in the sale of pre-owned semiconductor equipment, supplies of
which may be sporadic in the future if the  semiconductor  industry improves and
fewer  semiconductor  companies close.  See "Special Risks --Sporadic  Supply of
Pre-owned  Equipment."  In  addition,  nearly  all  of the  Company's  pre-owned
semiconductor  equipment  sales  were to a single  customer,  Phillips,  N.V.  A
reduction  in orders  could have a materially  adverse  effect on business.  See
"Special Risks -- Dependence on Single Customer."

RESEARCH AND DEVELOPMENT

    SITEK did not have any expenditures  for product  development in fiscal year
1999. SITEK expects to increase its product  development  expenditures in fiscal
year 2000. SITEK expects its first product development project to be an improved
CMP wafer carrier designed to improve yields from silicon wafers.

COMPETITION

PRE-OWNED EQUIPMENT

    SITEK's  competition in the pre-owned  semiconductor  fabrication  equipment
market consists primarily of Comdisco, Inc., a large company that specializes in
financing new equipment and reselling  pre-owned  equipment,  and  semiconductor
fabrication  OEMs such as  Applied  Materials,  Inc.  and  Varian  Semiconductor
Equipment Associates,  Inc. However, several small pre-owned equipment brokerage
companies  have  recently  begun  operations  as a result of: (i) the demand for
pre-owned equipment generated by semiconductor devices manufacturers  attempting
to reduce  their  capital  equipment  expenditures;  and (ii) a large  supply of
pre-owned   fabrication  equipment  currently  on  the  market  due  to  several
semiconductor fabrication facilities being closed in 1997 and 1998.

CMP SERVICES

    There currently is no competition for SITEK,  through CMP Solutions,  in the
CMP services market - - other than the OEM demonstration  labs doing CMP foundry
work.  SITEK  expects other  competitors  to enter the market during fiscal year
2000. SITEK intends to retain its leadership position in the CMP services market
by providing a comprehensive range of CMP services to all levels of end-users as
well as key CMP equipment suppliers.

INTELLECTUAL PROPERTY

    SITEK  believes  that name  recognition  of its primary  trade name  "SITEK,
Incorporated"  is important to its sales  program.  Although the "SITEK" name is
not available  for federal  trademark  registration,  SITEK has  registered  the
"SITEK" name as a trade name for exclusive use in the State of Arizona. However,
other  companies  may use or may  already  be  using  the  SITEK  name in  other
jurisdictions. The Company owns no federal patents or trademarks.

                                        3
<PAGE>
EMPLOYEES

    As of March 31, 1999, SITEK employed nine people, all of whom were full-time
employees.  Two employees were engaged in sales and service,  two were full-time
employees engaged in administrative activities and five were production workers.
As of June 15, 1999,  following the acquisition of VSM, the Company  employed 39
employees.  None  of  the  employees  is  covered  by  a  collective  bargaining
agreement,  and  management  believes that its relations  with its employees are
good.

REPORTS TO SHAREHOLDERS

    Although  SITEK is not required by the  Securities  and Exchange  Commission
rules or stock exchange  requirements  to send an annual report to  stockholders
for fiscal year 1999,  SITEK intends to send an annual report which will include
audited financial statements to stockholders.

ITEM 2. DESCRIPTION OF PROPERTY

    SITEK  currently  subleases  on a  month-to-month  basis from a company with
related  officers  approximately  2,251 square feet of executive office space at
1817 W. Fourth  Street,  Tempe,  Arizona which lease will expire on December 31,
2000.  The Company also leases 4,284 square feet used for office space and clean
room operations by its subsidiaries at 2450 W. 12th Street, Tempe, Arizona. This
lease expires on September 30, 2001.  Subsequent to March 31, 1999,  the Company
has leased an additional 2,804 square feet adjacent to this facility.

    Management  believes  the  facilities  leased by SITEK are  adequate for its
current and foreseeable future operations or that adequate  alternative space is
readily available.

ITEM 3. LEGAL PROCEEDINGS

    SITEK was named as a defendant in a lawsuit that was filed on April 1, 1999.
The lawsuit  involves two separate claims by two plaintiffs;  Edmond L. Lonergan
and Robert F. Russo, Jr. v. SITEK, Incorporated,  et al., Superior Court for the
State of Arizona, County of Maricopa, Case No. CV 99-05785. The first plaintiff,
Edmond Lonergan,  alleges that he was not paid for consulting services by Global
Semiconductor  Technologies,  Inc., a company controlled by certain shareholders
of SITEK. Mr. Lonergan also claims that Global Semiconductor Technologies,  Inc.
and/or the other  defendants  misappropriated  trade secrets in  conducting  the
reverse merger of Dentmart into SITEK. The second plaintiff,  Robert Russo, Jr.,
was a former  employee of Global  Semiconductor  Technologies,  Inc.  Mr.  Russo
claims that he was wrongfully  terminated.  SITEK filed its answer denying these
allegations and intends to defend itself vigorously.  Mr. Lonergan and Mr. Russo
have demanded the value of 1,000,000  shares of SITEK's  capital stock and other
damages to be proven at trial in their complaint.

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

    No matters were  submitted to a vote of security  holders  during the fourth
quarter of the fiscal year ended March 31, 1999.

                                    PART II.

ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    SITEK's  common  stock,  $.005 par value,  trades on the OTC Bulletin  Board
under the symbol "SITK." However,  because of the limited and sporadic nature of
SITEK's stock during the last fiscal year, SITEK does not believe an established
public  trading  market or an accurate  trading per share price has been created
for SITEK's stock.

                                        4
<PAGE>
    The range of high and low bid  quotations  for the quarterly  periods of the
current and prior fiscal years were as follows:

Year Ended March 31, 1999                             High*             Low*
-------------------------                             -----             ----
First Fiscal Quarter                                    N/A (1)          N/A (1)
Second Fiscal Quarter                                 $   7            $   5
Third Fiscal Quarter                                  $   6 (2)        $   6 (2)
Fourth Fiscal Quarter                                 $6.50            $5.50

Year Ended March 31, 1998                             High*             Low*
-------------------------                             -----             ----
First Fiscal Quarter                                  N/A (1)          N/A (1)
Second Fiscal Quarter                                 N/A (1)          N/A (1)
Third Fiscal Quarter                                  N/A (1)          N/A (1)
Fourth Fiscal Quarter                                 N/A (1)          N/A (1)

* Bid  quotations  as reported by the OTC Bulletin  Board  reflect  inter-dealer
prices, without retail mark-up,  mark-down,  or commission and may not represent
actual  transactions.  Because of the  limited and  sporadic  trading of SITEK's
stock,  SITEK does not believe an  established  public  trading  market has been
created for the common stock.

(1) SITEK was formed in June 1998 and  therefore its common stock had no trading
activity prior to that date.

(2)  SITEK's  trading  activity  in the third  quarter  was limited to one day's
trading,  which  accounts  for the  identical  high and low  bids for the  third
quarter.

    SITEK has never paid any cash  dividends  on its common  stock,  nor does it
anticipate paying dividends on its common stock in the foreseeable future. SITEK
currently has no preferred stock issued or outstanding.

    The number of  stockholders of record of SITEK's common stock as of June 15,
1999 was 557. This figure does not include individual participants in securities
position  listings of  registered  clearing  agencies.  The number of beneficial
stockholders was  approximately  550 as of June 15, 1999.  Trading activity with
respect  to the common  stock has been  limited  and the volume of  transactions
should not of itself be deemed to  constitute  an  "established  public  trading
market." A public trading market having the characteristics of depth,  liquidity
and  orderliness  depends  upon the  existence  of market  makers as well as the
presence of willing buyers and sellers, which are circumstances over which SITEK
does not have control.

    During the fiscal  year  ending  March 31,  1999 SITEK was  involved in four
transactions involving the sale of unregistered securities. For each of the four
transactions  listed below,  SITEK claims an exemption from  registration  under
section 4 (2) of the Securities Act of 1933,  because the  transactions  did not
involve any public offerings as described further below.

                                        5
<PAGE>
    1. On September 29, 1998 SITEK issued a series of convertible  debentures in
the aggregate of $80,000  maturing on September 29, 2000 and bearing an interest
rate of 6% per year. The convertible debentures were sold in two allotments, the
first for $75,000 and the second for $5,000, solely to accredited investors. The
convertible  debentures  were sold for cash.  The  terms of the  conversion  are
described in Note 7 of the Consolidated Financial Statements. No underwriter was
involved in this transaction.

    2. On October  29,  1998 the SITEK  Board of  Directors,  for the purpose of
providing incentives to the outside members of the Board of Directors,  voted in
favor of a grant of  options  to each of the  outside  members  of the  Board of
Directors.  Each outside director would be granted an option for an aggregate of
100,000 shares of SITEK's common stock at a price of $1.00 per share with 25% of
the  options  vesting  immediately  on the date of the grant with the  remaining
options  vesting at a rate of 25% of the total on each  anniversary of the grant
until all of the  options had vested.  To date these  options  have not yet been
issued  to  the  outside   directors.   No  underwriter  was  involved  in  this
transaction.

    3. On  January  1, 1999 the  SITEK  Board of  Directors  voted in favor of a
proposal  to  compensate  each  outside  member of its Board of  Directors  with
$24,000 in the form of cash or SITEK  common stock at a price of $1.00 per share
for past and future  duties  performed  by the  outside  directors  on behalf of
SITEK. No underwriter was involved in this transaction.

    4. On February 5, 1999 in connection with certain financing  provided by Cee
& Gee Funding,  Inc., SITEK issued 2,500 shares of the Company's common stock to
Cee & Gee Funding,  Inc.;  2,500 shares of the Company's  common stock to Hayden
Stone Financial,  Inc.; and a warrant to Cee & Gee Funding, Inc. dba TLD Funding
Group for up to 20,000 shares of the Company's  common stock at a price of $6.00
per share.  The warrant is  exercisable  anytime  before  February  5, 2004.  No
underwriter was involved in this transaction.

                                        6
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

                                                 Period from June 23, 1998,
                                            date of inception, to March 31, 1999
                                                      (in thousands)
                                            ------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
Net sales                                                              $ 2,721
Gross profit                                                               690
Operating expenses                                                       1,341
Loss from operations                                                      (651)
Net (loss)                                                                (924)

CASH FLOW
Net cash (used in) operating activities                                 (5,387)
Net cash (used in) investing activities                                   (143)
Net cash provided by financing activities                                5,532

BALANCE SHEET DATA
Cash                                                                         1
Total assets                                                             7,380
Current liabilities                                                      8,047
Long-term liabilities                                                      254
Shareholders' deficit                                                     (921)

(LOSS) PER COMMON SHARE OUTSTANDING, BASIC AND DILUTED                   (0.08)


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

RESULTS OF OPERATIONS

    SITEK began operations on July 14, 1998 when it acquired all the outstanding
stock of CMP Solutions,  Inc.  (CMP).  On July 24, 1998, all of the  outstanding
stock of Advanced Technology Services, Inc. (ATSI) was

                                        7
<PAGE>
contributed to SITEK as a wholly owned  subsidiary.  ATSI was formed on July 23,
1998.  As SITEK is in its initial  year of  operations,  there are no prior year
financial statements.

    Net sales of $2,721,000 in the current fiscal year were  principally  due to
sales by ATSI of pre-owned semiconductor capital equipment,  which resulted in a
gross profit of 25.4% of net sales.

    CMP began initial  operations late in the fiscal year and generated  minimal
net sales.  Engineering  expenses of $426,000 were incurred  primarily to set up
CMP cleanroom operations, install equipment and develop planarization
processes.

    SITEK  incurred  $915,000  or 33.6% of net  sales in  selling,  general  and
administrative  expense  primarily  relating  to start-up  activities  and other
general business activities.

    Interest  expense of  $277,000 or 10.2% of net sales  relates to  borrowings
mainly from TLD Funding  Group.  SITEK  entered into a  short-term  note payable
agreement with TLD on March 15, 1999 for funds used to acquire substantially all
of the pre-owned  semiconductor  production equipment from a semiconductor plant
in Durham County,  United Kingdom. The note includes $656,000 of financing fees,
which are amortized over the life of the loan.  Payment is due on July 13, 1999.
A 5%  penalty  per month will be  assessed  on the  outstanding  balance if such
amount is not  covered by a customer  purchase  order after the 91st day. If not
paid in full by 120 days, the outstanding balance will be assessed a monthly fee
of 5% until  paid in full.  The  balance  due on the note at March  31,  1999 is
$5,729,000.

    In February,  1999, SITEK borrowed $207,000 from TLD under a line of credit,
which will  expire on  February  4, 2001.  Interest is due monthly on the unpaid
balance  at  1.5%.  The  line  is  personally   guaranteed  by  two  of  SITEK's
shareholders and two related companies.

    SITEK  also has  available  a line of credit  with TLD for  amounts up to $1
million to be utilized to purchase equipment for resale. The line bears interest
on each  advance at 1% of the advance  amount for the initial 30 days and 2% per
month thereafter.  SITEK also must pay a financing fee of 7% at the time of each
advance under the line. At March 31, 1999,  SITEK owed $154,000  under this line
of credit.

    Income taxes credits due on operating  losses have been offset by a deferred
tax asset valuation allowance as management feels it is more likely than not the
deferred tax assets will not be realized.

    SITEK owes $910,000 in Value Added Tax ("VAT")  associated with the purchase
of the  Durham  County,  UK  inventory.  The VAT  will be  refundable  by the UK
government upon filing appropriate  returns.  This amount is reflected as both a
liability and a prepaid asset.

    SITEK has sold  convertible  debentures  totaling  $80,000 during the fiscal
period. The debentures earn interest at the rate of 6% and may be converted into
SITEK's  common  stock at  favorable  terms or repaid in cash after 90 days from
purchase through 24 months at which time they mature. The debentures are subject
to mandatory conversion to common stock after 24 months.

    Advances  from a  shareholder  and a related  company have been  received by
SITEK, of which $388,000 is outstanding on March 31, 1999.

PLAN OF OPERATIONS

    As SITEK's  predecessors were dormant until April, 1998 and did not have any
revenues from operations in any of the last three fiscal years, the following is
management's discussion of SITEK's plan of operations for the next
12 months.

                                        8
<PAGE>
    SITEK began operations on July 14, 1998 with one operating  subsidiary,  CMP
Solutions,  and  acquired  all of the  outstanding  stock of a second  operating
subsidiary, ATSI, on July 24, 1998. Both subsidiaries had no activities prior to
these dates.

    ATSI commenced its marketing  efforts with sales revenues coming mostly from
sales to one customer.  In March, 1999, ATSI purchased  substantially all of the
pre-owned  semiconductor  production equipment from a semiconductor plant in the
United  Kingdom.  As a result,  SITEK expects ATSI net revenues  from  equipment
resale  operations during the fiscal year ending March 31, 2000 to significantly
exceed revenues earned in the current fiscal period.

    During the fiscal  year,  CMP  continued in the  development  phase and made
efforts in initial marketing activities as well as in building its silicon wafer
processing  clean room  facility.  CMP had minimal  revenues  during the current
fiscal year due to start-up activities.  SITEK expects continued development and
facilitization  expenses for CMP during the next 12 months and  anticipates  CMP
revenues to  commence  in the second  half of its fiscal  year ending  March 31,
2000.

    On April  28,  1999,  SITEK  purchased  all the  outstanding  shares  of VSM
Corporation  ("VSM")  for  $1,000,000,  of which  $50,000 had been paid prior to
March 31, 1999, in cash and for $200,000 to settle an  outstanding  liability to
the current shareholders of the target company. VSM is located in Tempe, Arizona
and is engaged in the manufacture and/or refurbishment of semiconductor  process
equipment  and  subassemblies.  The VSM  ultra-pure  gas and  chemical  handling
systems  have wide  applications  in wafer  manufacturing  operations  and plant
facilities.  VSM has recently  introduced a proprietary  furnace  system that is
utilized in the  fabrication of nonvolatile  semiconductor  memory  circuits and
other devices.

    SITEK has hired advanced development  engineers and intends to develop a new
CMP wafer carrier,  which is expected to improve  customer  device  yields.  The
carrier head is  anticipated  to be available for initial beta site sales in the
second quarter of fiscal 2000 with  production  versions  available in the third
quarter of fiscal 2000.

    During the next 12 months,  SITEK  expects to engage in funding  efforts and
acquisitions, complete CMP's manufacturing facilities, increase ATSI's revenues,
introduce the new carrier head product,  and develop VSM's business.  SITEK also
expects  to  acquire   all  of  the  capital   stock  of  Global   Semiconductor
Technologies,   Inc.,  an  Arizona  corporation  ("GST")  and  Advanced  Control
Technologies,  Inc.,  an Arizona  corporation  ("ACT"),  both  located in Tempe,
Arizona.  At the present time,  SITEK shares office space and staff with GST and
ACT. All  expenditures  to date between the companies have been treated as loans
to or from these entities.

    SITEK  plans to raise  additional  capital  during the next 12 months with a
private  placement  of up to $ 3 million in  convertible  debentures  which earn
interest at 9.5% and are  convertible  into  SITEK's  common  stock based upon a
formula,  but in no case at a price per share  lower than  $3.50 or higher  than
$5.00. SITEK also expects a possible private placement and/or public offering of
an undetermined  number of shares of SITEK capital stock. SITEK intends to apply
any such additional  capital to product  development,  equipment,  and corporate
acquisitions in addition to working capital requirements above those funded from
operations.

FUNDING REQUIREMENTS

    SITEK believes it will need additional  capital during the next 12 months to
meet its funding needs, including repayment of debt obligations when due, future
acquisitions,  product  development,  and the continued costs of compliance with
reporting  requirements  of the  Securities  Exchange Act of 1934. CMP will need
additional funding before it is able to generate material revenues.  There is no
assurance  that  SITEK will be able to  attract  additional  capital or that the
funds,   if  acquired,   will  be  sufficient  to  complete  and  integrate  the
acquisitions of GST or ACT, or to meet SITEK's product  development or operating
capital requirements.

                                        9
<PAGE>
    Neither management nor other of SITEK's shareholders has made commitments to
provide additional funds to SITEK.  Accordingly,  there can be no assurance that
any additional funds will be available to SITEK to allow it to cover its capital
needs.  Management  has a  contingency  plan to allow  SITEK to  sustain  itself
without additional funding.  However, the success of this plan depends upon: (i)
ATSI  retaining  its market  position  and  substantially  increasing  its sales
revenues in fiscal 2000;  (ii) CMP  reaching  production  status and  attracting
customers with minimal funding; (iii) VSM generating sufficient revenues to fund
its operations;  and (iv) ACT and GST generating  approximately $ 1.0 million in
revenues during fiscal 2000, assuming SITEK acquires ACT and GST.

    Irrespective of whether SITEK's cash assets meet SITEK's operational capital
needs during the next 12 months, SITEK might compensate providers of services by
issuances of SITEK's common stock in lieu of cash.

EXPECTED PURCHASES OF SIGNIFICANT EQUIPMENT

    Depending on market  conditions,  demand,  and the  availability of funding,
SITEK  expects to purchase  approximately  $1,000,000  worth of certain  silicon
wafer processing and metrology equipment during fiscal year 2000. SITEK believes
this equipment  will  materially  increase the likelihood of SITEK's  efforts to
develop improved CMP processes as well as expand capacity at its CMP foundry and
engineering/manufacturing services operation.

    During  the  next  12  months,   SITEK   expects  to  update   business  and
manufacturing  systems for all aspects of SITEK.  To  conserve  cash,  SITEK may
elect to lease rather than purchase these systems.

NEW ACCOUNTING PRONOUNCEMENTS

    In June 1998, the FASB issued  Statement No. 133,  ACCOUNTING FOR DERIVATIVE
INSTRUMENTS  AND  HEDGING  ACTIVITIES.   Statement  No.  133  requires  that  an
enterprise  recognize all  derivatives  as either assets or  liabilities  in the
statement of financial position and measure those instruments at fair value. The
statement is effective for the Company's  fiscal year ending March 31, 2001. The
Company has not completed  evaluating the impact of implementing  the provisions
of Statement No. 133.

YEAR 2000 COMPLIANCE

    The  inability  of  computers,   software  and  other  equipment   utilizing
microprocessors  to  recognize  and properly  process  data fields  containing a
two-digit year is commonly referred to as the Year 2000 Compliance issue. As the
Year 2000 approaches,  such systems may be unable to accurately  process certain
data-based information.

    Most of SITEK's currently  installed  computer systems and software products
have been updated and made Year 2000 compliant.

    SITEK relies  exclusively on personal computer ("PC") based systems and does
not use mainframe or medium sized  computer  systems that employ older  software
programs written in "COBAL." In recent weeks,  numerous  software  packages have
become  available  at nominal  cost that will  evaluate PC systems for Year 2000
compliance,  and in  many  cases  apply  corrections  to the  PC  system  or its
software.  SITEK has begun  certifying  all PC systems  under its  control.  All
accounting  programs and the PC system hardware have been upgraded and made Year
2000  compliant.  Approximately  20 percent of the Company's word processing and
spreadsheet  software  applications  continue to use the two-digit date code and
are not Year 2000 compliant.  Software upgrades for these programs are available
at a cost of approximately  $500. The Company intends on purchasing the upgrades
and plans to have all its software  Year 2000  compliant  well before the end of
calendar  year 1999.  However,  there can be no assurance  that such upgrades or
adjustments  to  hardware  and  software  will be  sufficient  to  make  SITEK's
computers or equipment  Year 2000 compliant in a timely manner or that allocated
resources  will be  sufficient.  A failure to become Year 2000  compliant on its
computers or equipment could disrupt  materially  SITEK's  operating results and
financial condition.

                                       10
<PAGE>
     Because  there are a large number of potential  vendors and  customers  for
pre-owned  semiconductor equipment and because the Year 2000 compliance of these
potential  vendors and  customers is unknown and is  unreasonably  burdensome to
ascertain,  SITEK is  unable  to  determine  the  impact,  if any,  of Year 2000
compliant  issues on its pre-owned  semiconductor  equipment  sales. If SITEK is
unable to address its Year 2000 compliance  successfully or in a timely fashion,
the  Company  may need to devote more  resources  to the process and  additional
costs may be incurred.

SPECIAL RISKS

    FORWARD  LOOKING  STATEMENTS.  Certain of the  statements  contained in this
document  that  are  not  historical  facts,   including  statements  of  future
expectations,  projections  of results of operations  and  financial  condition,
statements of future economic performance and other  forward-looking  statements
within the meaning of the Private Securities  Litigation Reform Act of 1995, are
subject to known and unknown  risks,  uncertainties  and other factors which may
cause  the  actual  results,  performance  or  achievements  of SITEK to  differ
materially from those contemplated in such forward-looking statements. There can
be no  assurances  that the  forward-looking  information  will be accurate.  In
addition to the specific matters referred to herein, important factors which may
cause actual results to differ from those  contemplated in such  forward-looking
statements  include:  the  future  supply of  silicon;  the  future  demand  for
semiconductor and CMP products;  world economic conditions;  potential costs and
delays  in  integrating  acquisitions;   timing  of  market  introductions;  the
availability and cost of additional funding; and  higher-than-expected  costs of
product development.

    Developments in any of these areas, which are more fully described elsewhere
in "Item 1. Description of Business" which is incorporated  into this section by
reference,  could cause SITEK' s results to differ  materially from results that
have been or may be projected by or on behalf of SITEK.

    SITEK  cautions  that  the  foregoing  list  of  important  factors  is  not
exclusive. SITEK does not undertake to update any forward-looking statement that
may be made from time to time by or on behalf of SITEK.

    NEED FOR ADDITIONAL  FINANCING.  SITEK has limited funds, and such funds may
not be adequate to take advantage of any available business opportunities.  Even
if SITEK's funds prove to be sufficient to acquire an interest in, or complete a
transaction with, a business  opportunity,  SITEK may not have enough capital to
exploit the opportunity. SITEK's ultimate success may depend upon its ability to
raise additional capital.  SITEK has not investigated the availability,  source,
or terms that might govern the acquisition of additional capital and will not do
so until it determines a need for additional financing. If additional capital is
needed,  there is no assurance  that funds will be available from any source or,
if available,  that they can be obtained on terms  acceptable  to SITEK.  If not
available, SITEK's operations will be limited to those that can be financed with
its modest capital.

    REGULATION OF PENNY STOCKS.  SITEK's  securities are subject to a Securities
and Exchange  Commission rule that imposes  special sales practice  requirements
upon  broker-dealers  who sell such securities to persons other than established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Consequently,  the rule may affect the ability of  broker-dealers to sell
SITEK's  securities  and also may  affect  the  ability  of  purchasers  in this
offering to sell their securities in any market that might develop therefor.

    In addition,  the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act of 1934.
Because SITEK's  securities  constitute "penny stocks" within the meaning of the
rules,  the rules  apply to SITEK and to its  securities.  The rules may further
affect the ability of owners of shares to sell SITEK's  securities in any market
that might develop for them.

                                       11
<PAGE>
    Stockholders  should be aware that,  according  to  Securities  and Exchange
Commission  Release No.  34-29093,  the market for penny  stocks has suffered in
recent  years from  patterns  of fraud and abuse.  Such  patterns  include:  (i)
control of the market for the security by one or a few  broker-dealers  that are
often related to the promoter or issuer;  (ii)  manipulation  of prices  through
prearranged  matching  of  purchases  and sales and false and  misleading  press
releases;  (iii) "boiler room" practices  involving  high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level,  along with the resulting
inevitable collapse of those prices and with consequent investor losses. SITEK's
management is aware of the abuses that have occurred  historically  in the penny
stock market.  Although SITEK does not expect to be in a position to dictate the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the  described   patterns  from  being   established  with  respect  to  SITEK's
securities.

    LIMITED OPERATING HISTORY. SITEK's predecessor was formed in April 1989, but
had no  operations  for several  years  before July 1998.  Therefore,  SITEK has
limited operating history,  revenues from operations,  or assets other than cash
from sales of stock. SITEK faces all of the same risks as a new business and the
special risks inherent in the  investigation,  acquisition,  or involvement in a
new  business  opportunity.  SITEK must be  regarded  as a  developmental  stage
company with all of the unforeseen costs,  expenses,  problems, and difficulties
to which such ventures are subject.

    SPORADIC SUPPLY OF PRE-OWNED EQUIPMENT.  During the fiscal year ending March
31, 1999 most all of SITEK's revenues were generated by its subsidiary  involved
in the sale of pre-owned semiconductor  equipment.  However, the availability of
pre-owned  semiconductor equipment is sporadic and determined in part by the age
of  semiconductor   equipment  currently  used  by  companies  in  the  industry
semiconductor companies' decision to sell their capital equipment,  both factors
which are beyond the control of SITEK. A material  reduction in the availability
of  pre-owned  semiconductor  equipment  may have a material  adverse  effect on
SITEK's business, financial condition, and the results of operations.

    NO FORESEEABLE DIVIDENDS. SITEK has not paid dividends on its stock and does
not anticipate paying such dividends in the foreseeable future.

    LOSS OF CONTROL BY PRESENT  MANAGEMENT AND STOCKHOLDERS.  SITEK may consider
an  acquisition  in which  it would  issue  as  consideration  for the  business
opportunity to be acquired an amount of SITEK's  authorized but unissued  common
stock that would,  upon  issuance,  represent  the great  majority of the voting
power and equity of SITEK.  The result of such an acquisition  would be that the
acquired company's  stockholders and management would control SITEK, and SITEK's
management  could be  replaced  by persons  unknown at this time.  Such a merger
would  result in a  greatly  reduced  percentage  of  ownership  of SITEK by its
current shareholders.

    LIMITED PUBLIC  MARKET.  There is a limited public market for SITEK's common
stock,  and no  assurance  can be given  that a market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

    ABSENCE OF  PROFITS.  SITEK has not and may not become  profitable  for some
time or not at all.  In order to become  profitable,  SITEK  must,  among  other
things,  achieve sufficient sales to cover operating costs. In order to increase
sales,  SITEK must  continue to organize  its sales  force,  attract  more sales
people and create a market  awareness of SITEK and its  products  and  services.
Failure to achieve these requirements would have an adverse effect on SITEK.

                                       12
<PAGE>
    DEPENDENCE ON SINGLE CUSTOMER.  Approximately  $2.6 million,  or 96%, of our
revenues in the fiscal year ended  March 31, 1999 were  generated  from sales to
one customer.  We cannot be certain that this significant customer will order as
much product in 1999 as we anticipate.  A reduction in orders from our principal
customer  or  a  failure  to  receive  significant   purchase  commitments  from
prospective  customers  could  hinder  our  anticipated  growth  and may  have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

    COMPETITION.  There  are  other  companies  in  both  the CMP  services  and
pre-owned  semiconductor  equipment businesses which may be better funded and/or
better established than SITEK.

    RELIANCE ON KEY  EXECUTIVES.  SITEK's  success depends on the efforts of Dr.
Don M. Jackson, Jr. , Chief Executive Officer;  Julian Gates, President of ATSI;
Paul Jackson,  Secretary of Sitek;  and Mark Simon,  President of CMP Solutions,
Inc. Dr. Jackson has been the key individual  responsible  for financing for the
development  of  SITEK.  Mr.  Gates  has been  primarily  responsible  for sales
activities of ATSI that consisted of nearly all of SITEK's  revenues  during the
fiscal  year ended March 31,  1999.  Messrs.  Paul  Jackson and Mark Simon were,
along with Dr. Don Jackson,  co-founders of CMP  Solutions,  Inc. SITEK believes
its  relationships  with these individuals are good.  However,  it cannot ensure
that the services of these  individuals  will  continue to be available to us in
the future as each individual's employment is "at will."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk generally represents the risk that losses may occur in the values of
financial  instruments  as a result of  movements  in  interest  rates,  foreign
currency exchange rates and commodity prices.

Interest Rate Risk - The company's  primary  market risk exposure for changes in
interest rates relates to the company's long-term debt obligations.  The company
currently has  short-term  debt with an effective  interest rate of 38% which is
due July 13,  1999.  In the event the note is not  repaid at the due date,  a 5%
penalty will be assessed on the outstanding balance every 30 days. Assuming a $2
million  outstanding  balance at July 13, 1999 the company would owe $100,000 in
penalty  payments.  This assessment would continue on the 13th day of each month
thereafter until the note is paid off.

The company  evaluated the  potential  effect that near term changes in interest
rates  would  have had on the fair  value of its  interest  rate risk  sensitive
financial  instruments  at year-end.  Since the company's  current debt has high
interest  rates,  any near  term  changes  in  interest  rates  would not have a
material adverse affect.

Foreign Exchange Rate Risk - The company  conducts  business in various parts of
the world and in various foreign  currencies.  As of March 31, 1999, the company
did not have any material foreign currency transactions.  The company expects to
have foreign currency exchange rate risk in the future.

                                       13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

                                                                            Page

Report of Independent Certified Public Accountants.......................... F-1

Financial Statements:

  Consolidated Balance Sheet as of March 31, 1999........................... F-2

  Consolidated Statements of Operations for
    the period from June 23, 1998, date of inception,
    to March 31, 1999....................................................... F-4

  Consolidated Statements of Stockholders' Deficit for
    the period from June 23, 1998, date of inception,
    to March 31, 1999....................................................... F-5

  Consolidated Statements of Cash Flows for
    the period from June 23, 1998, date of inception,
    to March 31, 1999....................................................... F-6

  Notes to Consolidated Financial Statements................................ F-8

Schedules  other than those  listed  above have been  omitted  because  they are
either not required,  inapplicable,  or the required  information is included in
the Consolidated Financial Statements or notes thereto.

The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

    Effective November 30, 1998, Gerald R. Perlstein, CPA ("Perlstein"),  SITEK,
Incorporated's (the "Registrant")  principal independent  accountant,  resigned.
Perlstein's  report on the Registrant's  financial  statements for either of the
past two years did not contain an adverse opinion or disclaimer of opinion,  and
was not qualified or modified in any manner.  During the  Registrant's  two most
recent  fiscal  years,  and  the  subsequent   quarters  preceding   Perlstein's
resignation,  there  were no  disagreements  with  Perlstein  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope of procedure.

    Effective  December 1, 1998, the Registrant  engaged McGladrey & Pullen, LLP
("McGladrey")  as  its  new  independent   accountant  to  audit  its  financial
statements.   Registrant's  Audit  Committee   recommended  the  appointment  of
McGladrey.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

    Under the  securities  laws of the United  States,  SITEK's  directors,  its
executive  officers,  and any persons  holding  more than 10% of SITEK's  common
stock are required to report their initial ownership of SITEK's common stock and
any  subsequent  changes  in  that  ownership  to the  Securities  and  Exchange
Commission.  Specific  due dates for these  reports have been  established,  and
SITEK is required to disclose any failure to file by these dates. SITEK believes
that all of these filing  requirements were not satisfied during the fiscal year
ended March 31, 1999.  In making these  disclosures,  SITEK has relied solely on
written  representations  of its directors and executive  officers and copies of
the reports that they have filed with the Commission.

EXECUTIVE OFFICERS OF THE REGISTRANT

The  following  sets forth  certain  information  regarding  the  directors  and
executive officers of the Company and certain subsidiaries:

Name                             Age                       Title
----                             ---                       -----

Dr. Don M. Jackson, Jr.          64           Chairman of the Board, President,
                                              and Chief Executive Officer

Maurice McGill (1)               62           Director

L. Richard Myers (1)             67           Director

Dan Shunk (1)                    51           Director

Paul Jackson                     40           Secretary

Mark Simon                       35           President of CMP Solutions, Inc.

Julian Gates                     28           President of Advanced Technology
                                              Services, Inc.

(1) Member of the Audit and Compensation Committees.

                                       15
<PAGE>
         DR. DON M. JACKSON,  JR. is one of the founders of CMP Solutions,  Inc.
and has served as Chairman of the Board, President,  and Chief Executive Officer
since the inception of SITEK,  Incorporated  operations.  Dr. Jackson joined the
company after an extensive career in various  executive  positions in technology
companies such as ASM America, Inc., Superwave Technology, Inc., Microelectronic
Packaging,  Inc.,  Integrated  Process Equipment  Corporation,  Westech Systems,
Inc., Global Semiconductor Technologies, L.L.C., and Motorola. Dr. Jackson holds
a Ph.D.  from Arizona State  University in Electrical  Engineering.  Dr. Jackson
presently also is a director of Flexpoint Sensor Systems,  Inc. in Midvale, Utah
and M&I Thunderbird Bank in Phoenix, Arizona.

         MAURICE MCGILL became a Director of SITEK,  Incorporated  when it began
operations  in 1998.  Mr.  McGill is the  Chairman  of the Audit  Committee.  He
presently  serves as a Director of Bluebonnet  Savings Bank and Premium Standard
Farms,  Inc. Mr. McGill held the positions of Executive  V.P., CFO, and Director
of IBP, Inc. in Dakota City,  Nebraska from which he retired in 1988. Mr. McGill
previously  served as a Partner and  National  Director of Services for the meat
industry for Touche Ross & Co. in Phoenix,  Arizona. He holds a BS in accounting
and business administration from the University of Missouri and is a CPA.

         L.  RICHARD  MYERS has been a  Director  of SITEK,  Incorporated  since
inception  of its  operations  and serves as the  Chairman  of the  Compensation
Committee.  He is a retired Rear  Admiral of the U.S.  Navy and formerly was the
Commanding  Officer of the USS John F. Kennedy.  Mr. Myers served as Team Leader
on President  Reagan's Private Sector Study formed to reduce waste in government
spending.  He holds a MS in International Affairs from American University and a
BA in Business Administration and Economics from Fresno State College.

    DR.  DAN  SHUNK  became a  Director  of  SITEK,  Incorporated  when it began
operations.  Dr. Shunk is an Associate Professor of Engineering at Arizona State
University and formerly  functioned as its CIM Systems Research Center Director.
He  previously  has held  various  executive  and  management  positions  in GCA
Corporation,  International  Harvester,  and  Rockwell.  Dr.  Shunk has received
several awards including the SME International  Manufacturing Education Award in
1996 and Industrial  Engineering  Faculty of the Year Award in 1991. He received
his Ph.D. in Industrial Engineering from Purdue University.

         PAUL  JACKSON  is a  founder  of CMP  Solutions,  Inc.  and  serves  as
Secretary to SITEK, Incorporated. Mr. Jackson was employed as the Executive V.P.
and General Manager of Global Semiconductor Technologies and previously held the
position  of  V.P.  of  Advanced  Technology  at  Integrated  Process  Equipment
Corporation.  He has also served in various management and engineering positions
at McDonald Douglas Corporation. Mr. Jackson holds a BS in Aerospace Engineering
from the  University  of Kansas.  Paul Jackson is the son of Dr. Don M. Jackson,
Jr.

         MARK SIMON is a founder of CMP Solutions,  Inc. and currently serves as
its  President.  Mr.  Simon  previously  held  several  management  positions at
Integrated  Process  Equipment  Corporation in the field  operations and process
engineering areas. Mr. Simon holds an AS degree in Electro Mechanical Technology
from St. Phillips College in San Antonio, TX.

         JULIAN GATES is the President of Advanced Technology Services, Inc. and
a founder of CMP  Solutions,  Inc. Mr.  Gates  previously  was the  President of
Alternative   Technical  Services,   Inc.  and  a  Vice  President  of  European
Semiconductor, Inc. He holds a BS degree in Business Administration from Chapman
University.

         Information  in response to this Item is  incorporated  by reference to
(i) the biographical  information  relating to the Company's directors under the
caption  "Election  of  Directors"  and the  information  relating to Section 16
compliance  under the caption,  "Section 16(a)  Beneficial  Ownership  Reporting
Compliance"  in SITEK's  definitive  Proxy  Statement for its Annual  Meeting of
Stockholders  to be held  September  28,  1999 (the  "Proxy  Statement.")  SITEK
anticipates filing the Proxy Statement within 120 days after March 31, 1999.

                                       16
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

         The  information  under  the  heading   "Executive   Compensation"  and
"Compensation  of Directors" in the Proxy  Statement is  incorporated  herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  under the heading  "Voting  Securities  and Principal
Holders  Thereof  -  Security   Ownership  of  Certain   Beneficial  Owners  and
Management" in the Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The  information  under  the  heading  "Certain  Transactions"  in the Proxy
Statement is incorporated herein by reference.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS

         THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

          (a) FINANCIAL STATEMENTS

          (b) REPORTS ON FORM 8-K.

              None.

          (c) EXHIBITS

              See the Exhibit Index immediately following the signature page of
              this report, which Index is incorporated herein by reference.


                                       17
<PAGE>
                                   SIGNATURES

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

                                        SITEK, INCORPORATED


Date: July 14, 1999                     By /s/ Don M. Jackson, Jr.
                                           -------------------------------------
                                           Dr. Don M. Jackson, Jr.
                                           President

                                        By /s/ Gloria Zemla
                                           -------------------------------------
                                           Gloria Zemla
                                           Chief Financial Officer

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

SIGNATURE                             TITLE                        DATE
---------                             -----                        ----

/s/ Don M. Jackson, Jr.               Director                     July 14, 1999
---------------------------
Dr. Don M. Jackson, Jr.


/s/ Daniel L. Shunk                   Director                     July 14, 1999
---------------------------
Dr. Daniel L. Shunk


/s/ Maurice McGill                    Director                     July 14, 1999
---------------------------
Mr. Maurice McGill

                                       S-1
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION               INCORPORATED BY REFERENCE TO:
-----------             -----------               -----------------------------
   2.1         A copy of the Certificate of       Form 8-K filed with the SEC on
               Ownership and Merger merging       August 17, 1998
               DentMart into SITEK, including
               the Plan and Agreement of Merger

   2.2         A copy of the Articles of Merger   Form 8-K filed with the SEC on
               or Share Exchange filed in the     August 17, 1998
               State of Colorado

   3.1         Articles of Incorporation of       Form 8-K filed with the SEC on
               Registrant                         August 17, 1998

   3.2         Bylaws of Registrant               Form 10-K filed with the SEC
                                                  on April 17, 1998

   10.1        A copy of the Exchange Agreement   Form 8-K filed with the SEC on
                                                  August 17, 1998

   10.2        A copy of the Registration         Form 8-K filed with the SEC on
               Rights Agreement                   August 17, 1998

   10.3        Equipment Lease dated February     Form 10-Q Filed with the SEC
               5, 1999, as Amended                on February 26, 1999

   10.4        Line of Credit Agreement with      Filed herewith
               TLD Funding Group dated
               February 5, 1999

   10.5        Finance Agreement with             Filed herewith
               TLD Funding Group dated
               March 19, 1999

   10.6        $5.2 million Promissory Note and   Filed herewith
               Equipment Finance Agreement
               dated March 11, 1999

   10.7        Amendment to Equipment Finance     Filed herewith
               Agreement

   10.8        Warrant Agreement                  Filed herewith

   16.1        Letter from Gerald R. Perlstein,   Form 8-K filed with the SEC on
               C.P.A. to Securities and           December 7, 1998
               Exchange Commission regarding
               resignation as Registrant's
               principal accountant

   16.2        Resignation Letter from            Filed herewith
               Gereld R. Perlstein to SITEK
               Board of Directors

   21.1        Subsidiaries                       Filed herewith

   27.1        Financial Data Schedule            Filed herewith
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


To the Audit Committee
SITEK, Incorporated and Subsidiaries
(A Development Stage Company)
Tempe, Arizona

We  have  audited  the  accompanying   consolidated   balance  sheet  of  SITEK,
Incorporated  and  Subsidiaries  (A  Development  Stage Company) as of March 31,
1999,  and the related  consolidated  statements  of  operations,  stockholders'
deficit, and cash flows for the period from June 23, 1998 (date of inception) to
March  31,  1999.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of SITEK,  Incorporated
and  Subsidiaries  (A  Development  Stage Company) as of March 31, 1999, and the
results of their  operations  and their cash flows for the period  from June 23,
1998  (date of  inception)  to March 31,  1999,  in  conformity  with  generally
accepted accounting principles.


Phoenix, Arizona
May 28, 1999

                                       F-1
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET
MARCH 31, 1999

ASSETS
--------------------------------------------------------------------------------

CURRENT ASSETS
   Cash                                                               $      863
   Accounts receivable (NOTE 11)                                         207,934
   Related party receivables (NOTE 14)                                    58,161
   Inventory (NOTES 2, 5 AND 6)                                        5,389,000
   Prepaid financing fees (NOTE 6)                                       568,533
   Prepaid VAT (NOTE 2)                                                  910,000
   Prepaid expenses and other assets, including $3,000
      employee advance                                                   117,592
                                                                      ----------
             Total current assets                                      7,252,083
                                                                      ----------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, net of
    accumulated depreciation and amortization (NOTES 3 AND 4)             90,707
                                                                      ----------

DEPOSITS                                                                  37,466
                                                                      ----------

                                                                      $7,380,256
                                                                      ==========

See Notes to Consolidated Financial Statements.

                                       F-2
<PAGE>
LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------

Current liabilities
   Line of credit (NOTE 5)                                          $   154,000
   Convertible debentures (NOTE 7)                                       80,000
   Advances from related parties (NOTE 14)                              388,418
   Notes payable (NOTE 6)                                             5,745,510
   Accounts payable                                                     268,774
   Customer deposits                                                    171,250
   Accrued expenses, including $72,000 in directors fees                183,080
   Accrued expense - promoter/stockholder (NOTE 14)                     125,000
   VAT payable (NOTE 2)                                                 910,000
   Deferred revenue (NOTE 4)                                             20,644
                                                                    -----------
             Total current liabilities                                8,046,676
                                                                    -----------

Deferred revenue, long-term portion (NOTE 4)                             37,848
                                                                    -----------

Deferred rent payable (NOTE 10)                                           9,367
                                                                    -----------

LINE OF CREDIT (NOTE 5)                                                 207,181
                                                                    -----------

COMMITMENTS AND CONTINGENCIES (NOTES 10, 13 AND 15)

STOCKHOLDERS' DEFICIT (NOTES 5, 7 AND 8)
   Preferred stock, $.01 par value, 2,000,000 shares authorized,
      none issued                                                            --
   Common stock, $.005 par value, 50,000,000 shares authorized,
      12,230,813 shares issued and outstanding, 5,000 shares
        issuable (NOTE 5)                                                61,179
   Additional paid-in capital                                             2,475
   Deficit accumulated during the development stage                    (984,470)
                                                                    -----------
                                                                       (920,816)
                                                                    -----------
                                                                    $ 7,380,256
                                                                    ===========

                                       F-3
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM JUNE 23, 1998, DATE OF INCEPTION, TO MARCH 31, 1999

                                                                   Period from
                                                                  June 23, 1998,
                                                                     date of
                                                                  inception, to
                                                                  March 31, 1999
--------------------------------------------------------------------------------

Net sales (NOTE 11)                                                $  2,720,898
Cost of goods sold                                                    2,030,900
                                                                   ------------
           Gross profit                                                 689,998
                                                                   ------------

Operating expenses (NOTES 4 AND 14):
   Selling, general and administrative                                  915,109
   Engineering                                                          425,828
                                                                   ------------
                                                                      1,340,937
                                                                   ------------
           (Loss) from operations                                      (650,939)
                                                                   ------------

Other income (expense):
   Interest expense and financing costs                                (277,177)
   Gain on sale of equipment and miscellaneous income                     3,800
                                                                   ------------
                                                                       (273,377)
                                                                   ------------

           Net (loss)                                              $   (924,316)
                                                                   ============

(Loss) per common share, basic and diluted                         $      (0.08)
                                                                   ============

Weighted average shares outstanding, basic and diluted               11,396,001
                                                                   ============

See Notes to Consolidated Financial Statements.

                                       F-4
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM JUNE 23, 1998, DATE OF INCEPTION, TO MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    accumulated
                                                 Common stock          Additional   during the
                                           ------------------------     paid-in     development
                                             Shares        Amount       capital        stage          Total
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>          <C>             <C>
   Issuance of stock, June 23, 1998         1,000,000    $    1,000    $       --    $       --     $    1,000

   Effect of merger/recapitalization       11,230,813        60,154            --       (60,154)            --

   Stock issuable for services (NOTE 5)         5,000            25         2,475            --          2,500

   Net (loss)                                      --            --            --      (924,316)      (924,316)
                                           ----------    ----------    ----------    ----------     ----------

Balance, March 31, 1999                    12,235,813    $   61,179    $    2,475    $ (984,470)    $ (920,816)
                                           ==========    ==========    ==========    ==========     ==========
</TABLE>

See Notes to Consolidated Financial Statements.

                                       F-5
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM JUNE 23, 1998, DATE OF INCEPTION, TO MARCH 31, 1999

                                                                   Period from
                                                                  June 23, 1998,
                                                                     date of
                                                                  inception, to
                                                                  March 31, 1999
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss)                                                      $  (924,316)
   Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
      Amortization of prepaid financing fees                            87,467
      Depreciation and amortization                                     18,998
      Gain recognized on sale leaseback transaction                     (3,441)
      Stock issuable for services                                        2,500
      Deferred rent expense                                              9,367
      Changes in assets and liabilities:
        Accounts receivable                                           (207,934)
        Inventory                                                   (5,389,000)
        Prepaid expenses and other assets                             (117,592)
        Advances from related parties                                  388,418
        Accounts payable                                               268,774
        Customer deposits                                              171,250
        Accrued expenses                                               308,080
                                                                   -----------
                  Net cash (used in) operating activities           (5,387,429)
                                                                   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Related party advances                                              (58,161)
   Proceeds from sale leaseback transaction                            792,819
   Purchase of leasehold improvements and equipment,
      $340,000 from a stockholder (NOTE 4)                            (840,591)
   Payments on deposits                                                (37,466)
                                                                   -----------
                  Net cash (used in) investing activities             (143,399)
                                                                   -----------

See Notes to Consolidated Financial Statements.

                                       F-6
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
PERIOD FROM JUNE 23, 1998, DATE OF INCEPTION, TO MARCH 31, 1999

                                                                   Period from
                                                                  June 23, 1998,
                                                                     date of
                                                                  inception, to
                                                                  March 31, 1999
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Borrowings on lines of credit                                   $   361,181
   Proceeds from issuance of convertible debentures                     80,000
   Issuance of common stock                                              1,000
   Repayment of notes payable                                         (850,490)
   Proceeds from notes payable                                       5,940,000
                                                                   -----------
        Net cash provided by financing activities                    5,531,691
                                                                   -----------

Net increase in cash                                                       863

Cash, beginning of period                                                   --

Cash, end of period                                                $       863
                                                                   ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION
      Cash payments for interest                                   $   162,462
                                                                   ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
   AND FINANCING ACTIVITIES
      Financing costs                                              $   656,000
                                                                   ===========

See Notes to Consolidated Financial Statements.

                                       F-7
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES


NATURE OF BUSINESS:

SITEK,  Incorporated  and  Subsidiaries  (the  Company)  plan to be  engaged  in
providing engineering and manufacturing services to the semiconductor  industry.
The  Company  also  buys  and  sells  pre-owned  semiconductor   processing  and
manufacturing  equipment to the  worldwide  market of  semiconductor  companies.
During its development stage, the Company has been raising capital, establishing
the infrastructure,  acquiring equipment,  setting up a clean room and obtaining
loans. The Company sales relate primarily to the equipment resale operations. It
is still devoting substantial efforts to establishing the business.

REORGANIZATION:

On July 14, 1998, Dentmart Group, Inc.,  (Dentmart) an inactive public reporting
entity, was merged into its wholly-owned subsidiary SITEK, Incorporated (SITEK),
with SITEK as the surviving  corporation.  Each stockholder of Dentmart received
one share of SITEK's  common  stock for every 1.65 shares of  Dentmart's  common
stock resulting in 3,030,273 shares of SITEK's common shares outstanding.

On July 14, 1998, a share exchange agreement between SITEK, Incorporated (SITEK)
and  CMP  Solutions,   Inc.  (CMP)  occurred  resulting  in  CMP  being  a  100%
wholly-owned  subsidiary  of  SITEK.  SITEK  acquired  all  of  the  issued  and
outstanding  shares of CMP in  exchange  for  9,200,000  shares of SITEK  common
stock.  CMP was  incorporated  on June 23, 1998 and had no activity prior to the
merger.  For accounting  purposes,  this transaction has been accounted for as a
reverse  acquisition  with CMP being treated as the  accounting  acquirer and no
step up in basis of the assets. In connection with the share exchange agreement,
the  stockholders  have the right to require  their  stock to be  registered  in
conjunction with another future registration of the Company's common stock.

On July 24, 1998, two stockholders  contributed all of the outstanding  stock of
Advanced Technology Services,  Inc. (ATSI) as a 100% wholly-owned  subsidiary of
SITEK. ATSI had no activity prior to the merger.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES FOLLOWS:

PRINCIPLES OF CONSOLIDATION:

The  consolidated  financial  statements  include  the  amounts of SITEK and its
wholly owned  subsidiaries,  Advanced Technology  Services,  Inc. (ATSI) and CMP
Solutions,  Inc. (CMP). All material intercompany accounts and transactions have
been eliminated in consolidation.

INVENTORY:

Inventory  consist  of  equipment  held for resale and is stated at the lower of
cost (specific identification method) or market.

                                       F-8
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


PREPAID FINANCING FEES:

Prepaid  financing  fees represent  additional  costs incurred by the Company to
borrow funds. Prepaid financing fees are amortized over the term of the debt.

LEASEHOLD IMPROVEMENTS AND EQUIPMENT:

Leasehold  improvements and equipment are stated at cost. The equipment is being
depreciated  over its useful life,  which is  estimated to be between  three and
five years. Leasehold improvements are depreciated over the shorter of the lease
term  or the  estimated  useful  lives  of the  improvements.  Depreciation  and
amortization is computed using the straight-line method.

INCOME TAXES:

Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are recognized for deductible  temporary  differences and operating loss and tax
credit  carryforwards  and deferred tax  liabilities  are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying values of cash,  accounts  receivable,  accounts  payable and notes
payable  approximate  fair  values  due to the  short-term  maturities  of these
instruments.

LOSS PER COMMON SHARE:

Basic loss per common share is computed by dividing the loss attributable to the
common  stockholders by the weighted average number of common shares outstanding
during the period. Diluted loss per share is computed using the weighted average
number of shares of common stock  outstanding  plus the  dilutive  effect of any
stock options or warrants.  The effect of the options and warrants have not been
included in the  computation  of diluted  loss per common  share  because  their
inclusion would have had an anti-dilutive effect.

                                       F-9
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


NEW ACCOUNTING PRONOUNCEMENTS:

In June 1998,  the FASB issued  Statement  No. 133,  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS  AND  HEDGING  ACTIVITIES.   Statement  No.  133  requires  that  an
enterprise  recognize all  derivatives  as either assets or  liabilities  in the
statement of financial position and measure those instruments at fair value. The
statement is effective for the Company's  fiscal year ending March 31, 2001. The
Company has not completed  evaluating the impact of implementing  the provisions
of Statement No. 133.

USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

NOTE 2. VALUE ADDED TAX


In  connection  with the  Company's  purchase of  $5,200,000 of inventory in the
United  Kingdom they are liable for  $910,000 in Value Added Tax (VAT).  The tax
will be paid back to the  Company.  This  amount is recorded as both a liability
and a prepaid  asset.  As of March 31, 1999,  this  inventory was located in the
United Kingdom.

NOTE 3. LEASEHOLD IMPROVEMENTS AND EQUIPMENT


Leasehold  improvements  and  equipment  as of March 31,  1999  consists  of the
following:

      Leasehold improvements                                          $  70,151
      Machinery and equipment                                            34,770
                                                                      ---------
                                                                        104,921
      Less accumulated depreciation and amortization                     14,214
                                                                      ---------
                                                                      $  90,707
                                                                      =========

                                      F-10
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 4. SALE LEASEBACK TRANSACTION


During 1999,  the Company sold several  pieces of equipment  for $792,819 to TLD
Funding  Group  realizing a gain of  $61,993.  Simultaneous  with the sale,  the
Company  entered  into an agreement  to lease back the  equipment  for a term of
three years under a  noncancelable  operating  lease.  The future  minimum lease
payments  are  included  in the total  future  commitments  at Note 10. The gain
resulting  from the sale has been  recorded  as  deferred  revenue  and is being
amortized over the lease term. Included as a deferred item in liabilities is the
unamortized balance of $58,492 at March 31, 1999.

Prior to the sale  leaseback  transaction  the Company  leased a portion of this
equipment from a stockholder  for six months at a total cost of $42,000.  At the
end of the six months the Company  purchased  equipment  for  $340,000  from the
stockholder.

NOTE 5. LINES OF CREDIT

The Company has  borrowings  available  under terms of a line of credit with TLD
Funding  Group  expiring  March 2000,  with maximum  borrowings  of  $1,000,000.
Borrowings  under this  agreement  must be utilized to  purchase  equipment  for
resale,  and bears  interest at 1% of the advanced  amount for the first 30 days
and 2%  monthly  of the  advanced  amount,  thereafter.  The  Company  must  pay
additional  financing  fees of 7% for each advance at the time of payment by the
vendor.  The line of credit is secured by the  purchased  equipment  for resale.
Outstanding borrowings under this agreement were $154,000 at March 31, 1999.

The Company also has borrowings  available  under terms of a line of credit with
TLD Funding Group expiring February 4, 2001, with maximum borrowings of $207,181
at any time on or before February 4, 2001. Interest is due monthly on the unpaid
balance at 1.5%. The collateral for this line of credit consists of the personal
guarantee of two stockholders and two related companies.  Outstanding borrowings
under this agreement were $207,181 at March 31, 1999.

As additional  consideration,  the Company granted TLD Funding Group warrants to
purchase  20,000  shares of its common stock at an option price of $6 per share.
The warrants are  exercisable  immediately  anytime before  February 5, 2004. No
warrants were exercised during the period ended March 31, 1999. The Company also
approved a grant to TLD Funding  Group of 5,000  shares of stock for services in
1999. The shares have not been issued as of March 31, 1999.

                                      F-11
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6. NOTES PAYABLE

A  summary  of the  Company's  notes  payable  and  collateral  pledged  thereon
consisted of the following at March 31, 1999:

Note payable,  lending  group,  interest  payable at 2%
every 10 days, due upon receipt of funds from customer,
secured by the equipment purchased for resale.                       $    17,000

120 day short term note  payable,  TLD  Funding  Group,
outstanding  balance  due  July  13,  1999,   effective
interest rate of 38%; collateralized by inventory.  The
note payable includes  $656,000 of financing fees which
are being  amortized  over the life of the  loan.  A 5%
monthly  penalty  will be assessed  on the  outstanding
balance  due if any amount is not covered by a purchase
order  after the 91st day. In the event the note is not
repaid at the due date, the 5% monthly  penalty will be
assessed.  The two 5% penalties are not  cumulative but
are assessed every 30 days on outstanding balance.                     5,728,510
                                                                     -----------
                                                                     $ 5,745,510
                                                                     ===========

NOTE 7. CONVERTIBLE DEBENTURES

At March 31, 1999, the Company has convertible debentures of $80,000. A relative
of a stockholder  purchased  $75,000 of the total  convertible  debentures.  The
debentures are convertible  into the Company's  common stock at anytime after 90
days from purchase through their maturity date, 24 months subsequent to the date
of purchase.  Also, the debentures bear interest at 6%, payable  annually on the
anniversary date. The debentures, plus accrued interest, are convertible in cash
or common stock at the option of the  purchaser.  If paid in common  stock,  the
debentures  are  convertible  into common  stock at the lessor of (a) 80% of the
five day average  closing bid price,  as  reported  by  Bloomberg,  for the five
consecutive trading days immediately preceding the applicable conversion date or
(b) 125% of the five day average  closing bid price,  as reported by  Bloomberg,
for the five consecutive  trading days immediately  preceding the purchase date.
The debentures are subject to a mandatory 24 month conversion feature at the end
of which all debentures outstanding will be automatically converted to shares of
common stock.  There is no beneficial  conversion  feature  associated  with the
convertible debentures as the fair market value, as determined by an independent
valuation, is lower than the bid price.

                                      F-12
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 8. STOCK OPTIONS

Effective January 19, 1999, the Board of Director's approved a stock option plan
(1999 plan).  This plan provides for the granting of incentive and  nonqualified
stock options to officers,  directors or employees of the Company. The plan also
provides  for the  granting  of  nonqualified  stock  options  to any  director,
consultant or other individual whose participation the Board determines to be in
the best  interest of the Company.  Total number of shares of company stock that
may be issued under the plan, shall in aggregate not exceed 1,500,000 shares. As
of March 31, 1999, no options had been granted under this plan.

On October 28, 1998, the Company granted 300,000 options to three directors with
an exercise  price of $1. The options  vest over four years and expire ten years
after the grant  date.  As of March 31,  1999,  no options  had been  exercised,
forfeited or expired and 106,250  were  exercisable.  The weighted  average fair
value of the options granted during the period was seventeen  cents. The options
outstanding have a weighted average remaining contractual life of 9.5 years. The
fair  value of the  stock  option  grants is  estimated  on the date of grant in
accordance  with FASB No.  123 with the  following  assumptions:  no  dividends;
risk-free interest rate 5%; expected life 10 years; and a volatility rate of 45.

As  permitted  by FASB No. 123,  the Company has elected to measure cost for its
stock-based  compensation plans with employees and directors using the intrinsic
value method of accounting prescribed by Accounting Principles Board Opinion No.
25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES.  Accordingly, no compensation cost
has been  recognized  as the option prices are equal to or greater than the fair
market  value on the grant  dates.  Had  compensation  for the  Company's  stock
options granted to employees and directors been  determined  based upon the fair
value at the grant date for awards  consistent with a methodology  prescribed in
FASB No. 123, the Company's net loss  attributable  to common stock and net loss
per share for the period  ended March 31, 1999 would have  increased  to the pro
forma amounts indicated below:

Net (loss)
    As reported                                                      $ (924,316)
                                                                     ==========
    Pro forma                                                        $ (942,172)
                                                                     ==========
Basic and diluted net (loss) per share
    As reported                                                      $    (0.08)
                                                                     ==========
    Pro forma                                                        $    (0.08)
                                                                     ==========

                                      F-13
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 9. INCOME TAXES

Net  deferred tax assets  consist of the  following  components  as of March 31,
1999:

Deferred tax assets:
   Operating loss carryforwards                                      $  233,000
   Other                                                                 22,000
                                                                     ----------
                                                                        255,000
   Less valuation allowance                                            (255,000)
                                                                     ----------
                                                                     $       --
                                                                     ==========

During the  period  ended  March 31,  1999,  the  Company  recorded a  valuation
allowance  of $255,000 on the  deferred  tax assets to reduce the total to zero.
Although  management  believes  the full amount of the  deferred tax assets will
ultimately  be  realized,  the Company has no history and  therefore  management
estimates  that the Company does not meet the "more  likely than not"  threshold
for  recognizing the assets.  Therefore,  an allowance has been recorded for the
full amount of the deferred tax assets.  Realization  of the deferred tax assets
is  dependent  upon  sufficient  future  taxable  income  during the period that
temporary  differences and  carryforwards are expected to be available to reduce
taxable income.  There was no other activity in the valuation  allowance account
during the period ended March 31, 1999.

The Company's net operating  loss  carryforward  of  approximately  $581,000 for
federal and state income tax purposes expires in 2014.

The income tax  provision  differs from the amount of income tax  determined  by
applying the U.S.  Federal income tax rate to pretax income for the period ended
March 31, 1999 due to the following:

Benefit calculated at statutory rate                                 $  324,000
Increase (decrease) in income taxes resulting from:
   State income taxes                                                    32,000
   Valuation allowance                                                 (255,000)
   Nondeductible expenses                                              (101,000)
                                                                     ----------
                                                                     $       --
                                                                     ==========

                                      F-14
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 10. COMMITMENTS AND CONTINGENCIES


LEASE AGREEMENTS:

The  Company  leases  certain  facilities  and  equipment  under   noncancelable
operating lease  agreements,  with monthly  payments of  approximately  $22,500.
Deferred  rent has been  recorded in  connection  with the  equipment  lease for
escalating  rents.  The leases expire  through  February 2002. The total minimum
rental commitments are as follows:

Years ending March 31:
----------------------
        2000                                                          $  278,031
        2001                                                             332,687
        2002                                                             329,351
                                                                      ----------
                                                                      $  940,069
                                                                      ==========

Total rent expense for the period ended March 31, 1999 approximated $132,000.

CONTINGENCIES:

Subsequent to year end, the Company has been named a defendant in a lawsuit from
a former employee and a former consultant alleging wrongful termination, amounts
owed for  consulting  services and  misappropriated  trade  secrets.  Management
denies these allegations and intends to defend itself vigorously. The defendants
have demanded the value of 1,000,000 shares of the Company's stock. No provision
has been made to the financial statements as a result of this lawsuit.

NOTE 11. MAJOR CUSTOMER

During the period  ending March 31,  1999,  approximately  $2,608,000  or 96% of
revenues  were from one  customer.  In addition,  at March 31, 1999 the accounts
receivable  balance due from this customer was approximately  $168,000 or 81% of
total receivables.

NOTE 12.  SEGMENT INFORMATION

The  Company's  reportable  segments  are  strategic  business  units that offer
different  products  and  services.  They are managed  separately  because  each
business unit requires different strategies.

There are two reportable  segments:  ATSI and CMP. ATSI buys and sells pre-owned
semiconductor  processing and manufacturing equipment to the worldwide market of
semiconductor  companies. CMP provides engineering and manufacturing services to
the semiconductor  electronics industry.  CMP also provides foundry services and
on-site  operations,  management services and technical support to semiconductor
customers.

                                      F-15
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 12. SEGMENT INFORMATION (CONTINUED)

The accounting  policies  applied to determine the segment  information  are the
same as those  described  in the  summary of  significant  accounting  policies.
Interest  expense  on  long-term  debt is  allocated  based  upon  the  specific
identification of debt incurred to finance leasehold improvements and equipment.

Management  evaluates  the  performance  of each segment based on profit or loss
from operations before income taxes, exclusive of nonrecurring gains and losses.

Financial information with respect to the reportable segments follows:

                                                          Corporate
                                                            and
                                    ATSI        CMP      unallocated    Totals
                                 ----------------------------------------------
Revenue from external customers  $2,692,250  $  28,648   $      --   $2,720,898
Interest expense                 $  255,390  $  16,335   $   5,452   $  277,177
Depreciation and amortization    $      438  $  18,560   $      --   $   18,998
Segment profit (loss)            $  233,775  $(432,485)  $(725,606)  $ (924,316)
Segment assets                   $7,150,336  $ 157,869   $  72,051   $7,380,256
Expenditures for segment assets  $  321,401  $ 519,190   $      --   $  840,591

The following table presents information about the Company's revenue (attributed
to countries  based on the location of the  customer) and  long-lived  assets by
geographic area:
                                                                  Long-Lived
                                                    Revenue          assets
                                                  ---------------------------
Holland                                           $ 2,211,250     $        --
France                                                396,000              --
United States                                         113,648          90,707
                                                  -----------     -----------
                                                  $ 2,720,898     $    90,707
                                                  ===========     ===========

NOTE 13. SUBSEQUENT EVENTS

DEBT PAYDOWN AND SUBSEQUENT SALES:

During the period  subsequent  to year end  through  May 28,  1999,  the Company
repaid  approximately  $2.7  million on the short term note  payable  due to TLD
Funding Group. Sales subsequent to year end totaled approximately $5 million.

                                      F-16
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 13. SUBSEQUENT EVENTS (CONTINUED)

STOCK OPTIONS GRANTED:

On April 5, 1999,  150,000  stock  options were  granted to an  employee.  These
options have an exercise  price of one dollar and expire in 2009.  None of these
options had been exercised as of May 28, 1999.

ACQUISITION:

On April 28, 1999,  SITEK acquired a company  engaged in the  manufacturing  and
sale of gas  cylinder  cabinets and gas purging  systems  used  primarily in the
semiconductor  industry.  The  Company  completed  this  transaction  by  paying
$1,000,000,  of which $50,000 had been paid prior to March 31, 1999, in cash for
all of the common stock, and paying $200,000 to settle an outstanding  liability
to the current stockholder of the target company. The agreement also calls for a
two-year  covenant not to compete.  Additional debt was obtained to finance this
acquisition. The acquisition is expected to be accounted for as a purchase.

NOTE 14. RELATED PARTY TRANSACTIONS


Related party receivables consist of the following amounts:
   Advances to an entity (ACT) related through common ownership     $    13,000
   Advances to an entity (GST) related through common ownership          45,161
                                                                    -----------
                                                                    $    58,161
                                                                    ===========

Advances from related parties consist of the following:
   Advances from a entity (GST) related through common ownership    $   227,478
   Advances from a stockholder                                          160,940
                                                                    -----------
                                                                    $   388,418
                                                                    ===========

During the period ended March 31, 1999,  GST, an entity  related  through common
ownership,  made  advances  to SITEK  for  administrative  services  and  rental
facilities.  The advances totaled $227,478 at March 31, 1999 and are included in
operating expenses in the consolidated statements of operations.

In addition,  during the period ended March 31, 1999, a stockholder paid certain
expenses on behalf of the Company totaling $160,940. The advances are short-term
and noninterest bearing and will be repaid within twelve months.

The Company has included in  operating  expense  $125,000  which is payable to a
stockholder at March 31, 1999. In addition, $19,200 was paid to this stockholder
for consulting services.

                                      F-17
<PAGE>
SITEK, INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 15. MANAGEMENT'S PLANS

The Company  incurred a loss during its first  period of  operations  due to the
nature of the  development  stage company.  During the period from April 1, 1999
through May 28, 1999, the Company has made sales of approximately $5 million and
has  approximately  $1.1  million in cash as of May 28, 1999.  In addition,  the
Company has paid down existing debt by  approximately  $2.7 million  through May
28, 1999.

The Company  plans to continue its equipment  resale  operations to fund working
capital and to raise additional capital.  The Company intends to begin providing
engineering  and  manufacturing  services.  In  addition,  the Company  plans to
develop the business of the company acquired subsequent to year end (Note 13).

If the liquidity of the Company is not such that the debt described in Note 6 is
not  paid off by July 13,  1999  the  Company  will  attempt  to  refinance  the
outstanding balance.

                                      F-18