<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-KSB

[ X ]    Annual report pursuant to Section 13 or 15(d) of the Securities
 ---
Exchange Act of 1934 (Fee required).  For the fiscal year ended December 31,
1996

[   ]    Transition report under Section 13 or 15(d) of the Securities Exchange
 ---
Act of 1934 (No fee required).  For the transition period from _______________
to ________________

COMMISSION FILE NO. 0-27104

                       YIELDUP INTERNATIONAL CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

DELAWARE                                               77-0341206
(State or other jurisdiction of incorporation)         (I.R.S. Employer ID #)

117 EASY STREET
MOUNTAIN VIEW, CALIFORNIA                               94043
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code:         (415) 964-0100

Securities registered under Section 12(b) of the Act:   NONE

Securities registered under Section 12(g) of the Act:   COMMON STOCK, PAR 
                                                        VALUE $0.001
                                                        CLASS A WARRANTS, NO 
                                                        PAR VALUE
                                                        CLASS B WARRANTS, NO 
                                                        PAR VALUE
                                                        (Title of Class)

Check whether the issuer: 1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    YES X   NO
                                                                ---    ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [   ]
                                 ---

The Issuer's revenues for the fiscal year ended December 31, 1996 were
$2,204,590.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the average of bid and asked prices of the Registrant's
Common Stock on February 14, 1997 in the over-the-counter-market, was
approximately $20,344,260.  Shares of voting stock held by each officer and
director and by each person who on that date owned 5% or more of the
outstanding voting stock have been excluded for purposes of the preceding
computation, in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

As of February 15, 1997, Registrant had 3,407,111 shares of Common Stock
outstanding, including shares of Class A Common Stock.









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                      DOCUMENTS INCORPORATED BY REFERENCE


Transitional Small Business Disclosure Format          YES          NO  X
                                                          ---          ---      

The exhibit index appears on page 28 of this Form 10-KSB Report.






















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GENERAL

        YieldUP develops, manufactures and markets cleaning, rinsing, and
drying equipment used during several steps in the manufacturing process for
semiconductors and other defect sensitive substrates. Based on the results
obtained by customers using its products, the Company believes its technology
allows more thorough and efficient cleaning, rinsing and drying than
conventional approaches and that the products based on this technology may
enable manufacturers to obtain improvements in the percentage of good product
produced, or yield. The Company's cleaning, rinsing and drying products also
reduce usage of certain environmentally hazardous materials and occupy less
floor space when compared to conventional equipment. The Company delivered its
initial product in July 1994 to one major semiconductor manufacturer and its
second product, the Omega 2000, a wafer cleaning, rinsing and drying system, in
December 1984 to another manufacturer. The Company currently has approximately
20 cleaning, rinsing, and drying systems installed at a number of customer
sites in the semiconductor, semiconductor equipment, photomask, and flat panel
display industries.

        Disc-shaped wafers composed of silicon are the foundation on which
integrated circuits ("ICs") are manufactured in modern semiconductor fabrication
facilities. During the typical four to six week process of fabricating ICs on
these wafers, semiconductor manufacturers typically clean, rinse and dry the
wafers several times throughout the facility to prepare in-process wafers for
the next IC fabrication step. The likelihood of completing these steps
successfully and producing good chips depends significantly upon the cleanliness
of the wafer. The Company's products are designed to reduce wafer particle
contamination, stains, surface roughness and other defects that reduce IC yields
with a cost-effective, integrated cleaning, rinsing and drying system using
filtration technology, optimized rinsing options, no mechanical motion and
reduced use of environmentally hazardous materials.

   
        The Company is marketing its products for application at several points
in the IC fabrication process. In addition, the Company has also marketed its
products for use in the manufacturing processes of photomasks, magnetic and
optional disks, flat panel displays and chemical and pharmaceutical products.
The Company believes that there are numerous sites within typical semiconductor,
photomask, magnetic and optical disk, flat panel display and chemical and
pharmaceutical product manufacturing facilities where manufacturers could
improve processes and reduce contamination by replacing or retrofitting existing
equipment with the Company's products.
    

        The Omega 2000 is a cleaning, rinsing and drying system which cleans,
rinses and dries in a single chamber. The Omega 2000 uses no moving parts in the
drying process and thereby avoids the mechanical shocks that occur during the
dryer sequence in certain conventional equipment. The Omega 2000's patented
drying process is designed to reduce contamination, water spots and meniscus
which can be left by conventional equipment. The Omega 2000 can be retrofitted
into existing wet benches used in manufacturing processes and is available as a
stand-alone unit which has a footprint significantly smaller than typical wet
benches. As a result, manufacturers may be able to integrate the Company's
products into their facilities without the need to abandon existing equipment.
Megasonic and chemical injection cleaning can be added to the Omega 2000 as
well. 

        The Company's Omega 4000 is a cleaning, rinsing, and drying system that
incorporates the rinsing and drying of the Omega 2000 and adds hydrofluoric
(HF) acid cleaning capability. The Company also markets a water filtration
product, the CleanPoint, for filtration of deionized water. The CleanPoint is
marketed to the same customers as the Company's cleaning, rinsing, and drying
systems. The CleanPoint filtration system is also an integral part of the
Company's other systems, the Omega 2000 and Omega 4000.

        The Company currently has under development the Omega 1000, a low cost,
stand-alone rinsing and drying system designed to replace conventional spin
rinse dryer ("SRD") technology in manufacturing facilities. The Company is also
investigating the development of an automated wet bench capability that would
combine the Company's rinsing and drying systems with high temperature immersion
cleaning and other standard cleaning applications. The Company is also
investigating other industrial applications for its CleanPoint water filtration
system, including the pharmaceutical and chemical industries, both of which
require ultrapure water for product processing.

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<PAGE>   4
PRODUCTS

        The Company has developed and is marketing equipment that
incorporates cleaning, rinsing and drying technologies which it believes may
help manufacturers achieve significant contamination reduction, and resulting
yield improvement. The Company currently markets the following products:

  CleanPoint Water Filtration System

        The CleanPoint Water Filtration System is a patented deionized water
filtration system designed to eliminate microscopic particle contamination in
deionized water at the point of use. The CleanPoint system is an integral part
of the Company's cleaning, rinsing, and drying systems and is also marketed
independently for other filtration applications.

  Omega 2000

        The Omega 2000 system is an integrated cleaning, rinsing and drying
system that integrates the Company's patented Surface Tension Gradient ("STG")
drying technology and the CleanPoint water filtration system with cleaning and
system control capability. The Omega 2000 system combines the advantages of
immersion technology and the convenience of full flow processors and is designed
to provide the following advantages versus conventional equipment:

      * Single chamber cleaning, rinsing and drying of wafers, eliminating
        cumbersome handling

      * Improved rinse and dry cycle times for increased throughput

      * Reduced build-up of scum that sometimes occurs with IsoPropyl Alcohol
        ("IPA") dryers

      * Significantly lower usage of IPA, an environmentally hazardous
        material, compared to conventional IPA dryers
      
      * Reduction in surface roughness and haze 

        The Company offers chemical injection and megasonic cleaning as options
on the Omega 2000. The Company procures these cleaning subsystems from one of
several manufacturers of such systems. The Omega 2000 is available as a
stand-alone system or as a retrofit upgrade to an existing wet bench system.

  Omega 4000
   

        The Omega 4000 system builds on the Omega 2000 product by offering
integrated HF cleaning capability in addition to the cleaning, rinsing, and
drying capabilities found on the Omega 2000 product. The HF cleaning module
allows more thorough cleaning of certain types of processed wafers than the
Omega 2000. The Company procures the HF cleaning capability from one of
several manufacturers of such systems. The Omega 4000 system can also be
configured with conventional robotics for wafer cassette handling.
    

        The purchase prices of the Omega products range from $50,000 to
$400,000.

        Products Under Development

  Omega 1000

        The Omega 1000 system is designed to be a low cost, stand-alone rinse
and dry system that can replace conventional SRD technology in semiconductor
manufacturing facilities. The Omega 1000 is expected to incorporate the STG
drying technology and CleanPoint water filtration system and to provide the
following benefits to semiconductor manufacturers:


      * No mechanical motion of wafers, thus preventing wafer breakage problems
        associated with SRDs
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<PAGE>   5
        - Minimal moving parts provide higher system reliability and reduced
          equipment maintenance cost

        - Reduced water spots and organic residues by eliminating the build-up
          of water meniscus common in SRDs

        The Company is investigating the development of an automated wet bench
capability that would combine the Company's rinsing and drying systems with
high temperature immersion cleaning and other standard cleaning applications.
The Company anticipates that if this new product development is started, that
many of the subsystems of the new product would have to be procured from one of
several manufacturers of such subsystems. The Company is also investigating the
market for cleaning, rinsing, and drying equipment capable of handling new
twelve inch silicon wafers and the development required by the Company to adapt
its products for this new market. No assurance can be given that, even if the
Company undertakes any of these projects, that the product development efforts
will be successful or that any products developed will achieve commercial
success. 

STRATEGY

        YieldUP's goal is to become a leading provider of cleaning, rinsing and
drying equipment used in semiconductor, photomask, magnetic and optical disk,
flat panel display and chemical and pharmaceutical product manufacturing
facilities. As part of its marketing process, the Company has allowed leading
IC and wafer manufacturers to test its products at their facilities. The
Company believes that integration of the Company's products into manufacturing
lines of several major semiconductor manufacturers will cause other
manufacturers to follow suit. There can be no assurance, however, that any of
these manufacturers will continue to use the Company's products or that any
other manufacturers will make any purchases of the Company's products.

        The Company will also seek to adapt its products to be able to take
advantage of the expected shift in the semiconductor industry from six and
eight inch silicon wafers to twelve inch silicon wafers. That move will require
IC manufacturers to either refurbish existing manufacturing sites or construct
new ones. During the transition, the Company expects that semiconductor
manufacturers will reevaluate those aspects of the manufacturing process which
have a significant impact on yield, since the potential losses associated with
reduced yields will increase as wafer sizes increase and critical dimensions
decrease. The Company also intends to focus on the opportunities to install its
products at new manufacturing sites.

        The Company has also initiated marketing activities and made limited
sales in other industries with defect-sensitive manufacturing processes. The
Company believes that manufacturers of magnetic and optical disks, flat panel
displays, and pharmaceutical and chemical products, have use of the Company's
products, because those manufacturers also depend upon the reduction of foreign
particles during the manufacturing process.

CUSTOMERS, MARKETING AND SERVICE

        The Company is marketing its cleaning, rinsing and drying systems for
application at several points in the IC fabrication process. In addition, the
Company has also marketed its products for use in the manufacturing process of
magnetic and optical disks, flat panel displays and chemical and pharmaceutical
products. Potential customers with large manufacturing facilities could have use
for several of the Company's products within a single facility. The Company has
sold its systems to semiconductor, photomask and flat panel display
manufacturers who have integrated the YieldUP products into existing wet benches
or have used them in a stand-alone configuration. The Company is also
collaborating with automated wet-bench manufacturers, for integrating its system
into the wet benches of these manufacturers.

        In the United States, the Company markets its products through direct
customer contact and manufacturer representatives. These representatives
provide both sales and service support to end users in their territories. In
Europe, the Company markets its products through divisions of Teltec
Semiconductor which provide both sales and service support to end users. In
Japan and Taiwan, the Company distributes its

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<PAGE>   6
products through Kanematsu Semiconductor Corp. which provides both sales and
service support to end users. The Company has agreements with its
representatives which generally grant the representative an exclusive right to
sell products in a specified territory and allow termination by either party
without cause on 90 days written notice.

        In the United States, the Company plans to use its personnel for all
equipment installations, field service, and maintenance. In Europe, the Company
has agreements with divisions of Teltec Semiconductor to perform all equipment
installations, field service, and maintenance, and the Company has no current
plans to discontinue this arrangement. It is the Company's intent to maximize
the use of standard parts, modular design, and field replaceable units to
minimize equipment downtime and repair times, although there can be no
assurance that the Company will be successful in these efforts. The Company
typically provides customers with a twelve month warranty covering parts and
labor.

BACKLOG

        The Company schedules production of its systems based upon backlog,
informal customer commitments and general economic forecasts for its targeted
markets. The Company includes in its backlog only those customer orders for
systems for which it has accepted purchase orders and for which delivery has
been specified within twelve months as well as orders for spare parts and
service and support of systems. The Company has not entered into any long term
purchase agreements with any customers. Customers commit to purchase the
Company's products by issuing purchase orders. The timing of the purchase
orders' issuance depends on the customer's delivery requirements.

        The Company's backlog was approximately $493,000 as of December 31,
1996, all of which the Company expects to deliver within the next 6 months. The
systems included in backlog have been ordered by a semiconductor device
manufacturer and a flat panel display manufacturer. No assurance can be given
that the systems will be delivered as promised or that they will perform as
designed. The equipment requirements of manufacturers cannot be determined with
accuracy, and therefore the Company's backlog at any certain date is not
indicative of future growth. In addition, because of possible changes in system
delivery schedules, the ability of the customers to cancel, defer or reschedule
with limited or no penalties, and potential delays in system shipments, the
Company's backlog at any particular date is not necessarily representative of
actual sales of any succeeding period. Further, all potential sales will depend
on final delivery and testing of the equipment. 

MANUFACTURING, ASSEMBLY AND TESTING

        The Company's equipment manufacturing operations consist of assembly of
systems into final configuration and final testing in a cleanroom at the
Company's main facility prior to customer shipment. The Company fabricates
certain custom plastic components that are incorporated into its systems, but
the remainder of the system materials are procured from a number of
distributors and outside suppliers.

        The Company has no written contracts with any of its suppliers, and
such suppliers may terminate their relationships with the Company at any time
without notice. Any such termination may impair the Company's ability to
satisfy any orders for its products and may adversely affect the Company's
results of operations. The Company will be required to replace any outside
suppliers who terminate their relationships with the Company. In such event,
there could be no assurance that the Company would be able to find replacement
suppliers (on a timely basis or at all) or that such replacement suppliers
would not be more expensive than the Company's current arrangements, thereby
adversely affecting the Company's results of operations. 

        The Company's strategic goal is to use contract manufacturers to
manufacture its standard systems and subsystems as unit manufacturing volumes
increase and product designs mature. The Company expects that as it products
mature, there will be a decrease in the amount of custom manufacturing required
to satisfy customers. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

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<PAGE>   7
MANUFACTURING AND DEVELOPMENT

        The Company incurred manufacturing and development expenses of
approximately $3,854,000 in 1996, and $1,737,000 in 1995. Manufacturing and
development expenses represent costs incurred for the design and development of
new products, the redesign of existing products and the costs associated with
product sales. For 1995, separate amounts for manufacturing costs of goods sold
and research and development expense were not meaningful as these operating
activities were not separable during the period. For 1996, research and
development expenses were $1,223,002.

        The market for semiconductor fabrication equipment is characterized by
rapid technological advancement and product innovation. The Company believes
that development of new products will be required to allow it to compete
effectively in this market. As of December 31, 1996 the Company had twelve full
time employees whose duties included research and development, and the Company
intends to hire additional product development personnel in 1997.

        The Company has established relationships with key customers to gain
access to advanced semiconductor manufacturing technologies and measurement and
test equipment to assist in the development of its products. The Company
intends to continue its research and development activities through internal
research and cooperative research relationships with customers and other
technology companies.

        The Company intends to continue its product enhancement programs
focusing on improving reliability and performance, developing additional
features, increasing throughput capabilities, promoting ease of equipment
operations and reducing production costs. The Company also believes it can
improve the standardization of its systems, and, using molds and contract
manufacturing to reduce manufacturing costs, shorten manufacturing lead times,
and improve product reliability and quality. 

INTELLECTUAL PROPERTY RIGHTS

        The Company relies on patent, trade secret and copyright protection for
its products and technology. The Company has received two United States patents
relating to its products and technologies and has filed four additional U.S.
and foreign patent applications. The process of obtaining patents can be
expensive and there can be no assurance that the patent applications will
result in the issuance of patents, that any issued patents will provide the
Company with meaningful competitive advantages, or that challenges will not be
issued against the validity or enforceability of any patent issued to the
Company. 

        The Company also relies on trade secrets and proprietary technology
that it seeks to protect, in part, through confidentiality agreements with
employees, consultants and other parties. There can be no assurance that these
agreements will not be breached, that the Company will have adequate remedies
for any breach, or that the Company's trade secrets will not otherwise become
known to or independently developed by others.

        In the absence of significant patent or other proprietary protection,
competitors may be able to copy the Company's technology or design approaches,
replicate its processes or gain access to its trade secrets. Moreover, there can
be no assurance that competitors will not be able to develop technologies
similar to or more advanced than the Company's or design around any patent
aspects of the Company's products or technology. No assurance can be given that
the Company's current or future products will not infringe on the patents of
others. 

        There has been substantial litigation regarding patent and other
intellectual property rights in semiconductor-related industries. Further
commercialization of the Company's products could provoke additional claims of
infringement from third parties. In the future, litigation may be necessary to
enforce patents issued to the Company, to protect trade secrets or know-how
owned by the Company or to defend the Company against claimed infringement of
the rights of others and to determine the scope and validity of the proprietary
rights of others. Any such litigation would likely result in substantial cost
and diversion of effort by the Company, which by itself could have a material
adverse effect on the Company's business, financial condition and operating
results. Further, adverse determinations in such litigation could result in the
Company's loss of proprietary rights, subject the Company to significant
liabilities to third parties, require the Company to seek

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licenses from third parties or prevent the Company from manufacturing or
selling its products, any of which could have a material adverse effect on the
Company's business, financial condition and results of operations. 

COMPETITION

        There is intense competition in the markets for the Company's products.
The Company's lack of resources and proven products makes it extremely
vulnerable to competition from larger companies, many of which have
significantly greater financial, employee, product development and marketing
resources. Leading competitors have a larger installed base of products which
can provide them a significant advantage over the Company because the Company's
technology has not been widely deployed and therefore presents potential
customers with uncertainty not associated with existing equipment. In addition,
many manufacturers are reluctant to choose small companies as key suppliers due
to concerns about long term viability and product support. There can be no
assurance that the Company will overcome these disadvantages.
   

        Competition for the Company's products currently comes from makers of
traditional and new cleaning, rinsing and drying equipment. Competitors include
manufacturers of SRDs such as Verteq and Semitool, IPA dryer manufacturers such
as S&K and Steag and integrated wet processing system manufacturers such as
Santa Clara Plastics, SubMicron Systems and Dai Nippon Screen. There can be no
assurance that these competitors will not develop new products or improve their
existing products which, when combined with their existing market presence,
would make the Company's products obsolete or unmarketable. Any such development
would have a material adverse effect on the Company. There also can be no
assurance that the Company will be able to penetrate the wet processing
equipment market and convince manufacturers to install the Company's systems
either directly or through retrofitting in place of existing equipment.
Additional competition for the Company's products also currently comes from a
large number of small companies making cleaning, rinsing and drying equipment
which is less expensive than the Company's products. Because the Company's
products sell for significantly higher prices than such products, the Company
may not be able to compete effectively against them without lowering its
prices. 
    

        The Company also expects that competition may arise from new
competitors and from new technological approaches adopted by new and existing
competitors. Because of the increasing focus on yield management in the
semiconductor manufacturing industry, equipment manufacturers are likely to
put an increased emphasis on contaminant reduction. Thus, competitive
technologies or new manufacturing techniques may be developed which could make
the Company's products obsolete, thereby materially adversely affecting the
Company. If the Company is unable to respond to the challenges of competition,
including changes in cleaning, rinsing and drying or semiconductor
manufacturing processes, there can be no assurance that the Company would be
able to achieve or maintain profitability at a level required to support its
survival or growth. 

        The Company currently competes principally on the basis of superior
contamination reduction, better price/performance, improved equipment
reliability, smaller footprint, lower operating cost and reduction in hazardous
chemical usage. The Company believes that these factors as well as ease of use,
price, reputation, service and familiarity are important competitive criteria
for selection of cleaning, rinsing and drying equipment by potential customers
in the manufacturing industries in which the Company competes. There can be no
assurance that the Company will compete favorably with respect to these or
other factors in the future, and any failure to compete successfully could have
a material adverse effect on the Company's business or operating results.

EMPLOYEES

        On December 31, 1996, the Company had 30 full-time employees. Twelve of
the Company's employees work in engineering and product development; 11 work in
manufacturing and operations; four work in sales and marketing; and three in
administration. No employee of the Company is currently represented by a labor
union. Management considers its employee relations to be good.

        The Company intends to add employees from time to time as necessary to
meet its evolving management, research and development, manufacturing,
marketing, sales and service needs. The Company believes that its future success
is dependent to a significant degree on its ability to attract and retain
additional skilled personnel to enable the Company to develop and compete.

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BUSINESS RISKS

        In addition to the other information in this Annual Report, the
following risk factors should be considered carefully in evaluating the Company
and its business. This Annual Report contains forward-looking statements that
involve risks and uncertainties. The statements contained in this Annual Report
that are not purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Exchange Act of 1934, including without
limitation statements regarding the Company's expectations, beliefs, intentions,
plans or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth in the following risk factors and
elsewhere in this Annual Report.

GOING CONCERN OPINION

        The report of the Company's independent auditors includes an explanatory
paragraph that describes the substantial doubt as to the ability of the Company
to continue as a going concern. The Company's proposed operations are subject to
numerous risks, including unforeseeable expenses, delays and complications, as
well as specific risks of the semiconductor equipment industry. There can be no
assurance that the Company will achieve profitable operations. See the Financial
Statements and Notes thereto.

HISTORY OF OPERATING LOSSES; NEED FOR ADDITIONAL FINANCING; LIMITED OPERATING
HISTORY.

   

        The Company has experienced significant operating losses since its
inception in June 1993 and only commenced significant shipments of systems in
the fourth quarter of 1995. Accordingly, the Company has a very limited
operating history on which to base an evaluation of its business, and its prior
operating results are not indicative of results which may be achieved in the
future. As of December 31, 1996, the Company's accumulated deficit was
$5,594,372. The Company's operating losses have been and will continue to be
principally the result of the various costs associated with the Company's
product development, manufacturing, and sales activities. The Company believes
that it existing capital resources will enable to fund its operations through
the first quarter 1997. The Company will be required to seek additional capital
to continue its operations beyond that time, which may result in dilution to the
current stockholders. The Company has no commitments for any future funding, and
there can be no assurance that the Company will be able to obtain additional
capital in the future. The existence of the Class A and Class B Warrants may
also complicate future capital raising activities because of their potentially
dilutive effect on purchasers of the Company's equity securities and the
anti-dilution provisions of the Warrants. If the Company is unable to obtain the
necessary capital, it  will be required to significantly curtail its activities
or cease operations. See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations" and the Financial Statements and Notes
thereto.
    

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RELIANCE ON SINGLE PRODUCT FAMILY

        The Company anticipates that the substantial majority of its future
revenues will come from sales of its cleaning, rinsing and drying systems.
Should the demand for, or pricing of, the Company's products decline due to
increased competitive pressure, the introduction of superior systems or
processes, changes in the semiconductor, magnetic or optical disk, flat panel
display or photomask industries or other factors, the Company's business,
financial condition and results of operations would be materially adversely
affected. The ability of the Company to diversify its operations through the
introduction and sale of new products and broader acceptance of its cleaning,
rinsing and drying systems is dependent on the success of the Company's
continuing research, product development and engineering activities, as well as
its marketing efforts. No assurance can be given that the Company will be able
to develop, acquire, introduce or market new products in a timely or
cost-effective manner or that any new products or improvements will achieve
market acceptance or result in acceptable margins. Accordingly, the Company
will be dependent on overall market acceptance of its products.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

        The Company expects to derive a substantial portion of its revenues from
the sale of a relatively small number of systems, which typically range in
purchase price from approximately $50,000 to $400,000. As a result, a small
reduction in the number of systems shipped in a quarter would have a material
adverse effect on the Company's revenues and results of operations for that
quarter. A delay in a shipment near the end of a particular quarter, due to,
for example, unanticipated shipment rescheduling or cancellation, supplier
delays in delivery of component parts or unexpected manufacturing difficulties
experienced by the Company, may cause financial results in a particular quarter
to fall significantly below the Company's expectations and may materially
adversely affect the Company's results of operations for such quarter.

        In addition, the Company's need for continued investment in research,
development, engineering, marketing, customer service and support capabilities
will limit the Company's ability to reduce expenses in response to any such
decrease in sales. Moreover, because customer purchase orders are subject to
cancellation or rescheduling by the customer, backlog at any particular date is
not necessarily representative of actual sales for any succeeding period. If
the Company's anticipated level of revenues is not achieved for a particular
period, the Company's operating results could be adversely affected by its
inability to reduce costs. Because the Company builds certain subassemblies
according to forecast, a reduction in customer orders would also result in
excessive inventories which could adversely affect the Company's results of
operations and liquidity. The impact of these and other factors on the
Company's operating results in any future period cannot be accurately forecast.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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LENGTHY SALES CYCLE

     Sales of the Company's products have been, and are expected to continue to
be, characterized by a relatively long sales cycle due to such factors as the
substantial time required by potential customers for technical evaluation of the
Company's products prior to purchase, high cost and the critical roles they will
play in the manufacturing process. Sales of the Company's systems may also
depend upon the decision of a prospective customer to upgrade the equipment in
its existing manufacturing facilities or to open new facilities, which typically
involves a significant capital commitment. The Company believes that the sales
cycle will continue to be lengthy as certain of its anticipated customers
centralize purchasing decisions, which is expected to intensify the evaluation
process and require additional sales and marketing expenditures by the Company.

   
CYCLICALITY OF AND DEPENDENCE ON SEMICONDUCTOR MANUFACTURING INDUSTRY
    

     The semiconductor industry generally, and the semiconductor equipment
industry in particular, is highly cyclical and has historically experienced
periodic and often prolonged downturns. Downturns in the semiconductor industry
as well as changes in or uncertainty regarding technology, have frequently had a
severe and adverse effect on the semiconductor industry's demand for wafer
processing equipment. The Company's success will be dependent upon the ability
and willingness of manufacturers of semiconductor devices to make substantial
capital expenditures, which in turn will be largely dependent upon the market
demand for ICs and products using ICs produced by such manufacturers. No
assurance can be given that the Company will be able to develop or market any
products to meet the needs of such manufacturers or that such manufacturers will
be able or willing to make the capital expenditures necessary to acquire the
Company's products.

NEED TO DEVELOP NEW PRODUCTS AND TECHNOLOGIES

     Semiconductor, flat panel display, magnetic and optical disk and photomask
manufacturing equipment and processes are subject to rapid technological changes
and product obsolescence. The Company believes that its future success will
depend in part upon its ability to develop and enhance its current products and
develop new products to meet such anticipated technological changes. To the
extent products developed by the Company are based upon anticipated changes,
sales of such products may be adversely effected if other technology becomes
accepted in the relevant industry. As a result of declining orders for their
existing products, manufacturers in the semiconductor equipment industry
experience significant quarterly fluctuations in operating results and must
replace such orders with orders for new products to achieve or maintain
profitability. If the Company does not successfully introduce new products or
enhanced versions of its current products in a timely manner, any competitive
position the Company may develop could be lost and the Company's sales, if any,
would be reduced. There can be no assurance that the Company will be able to
develop and introduce enhanced or new products which satisfy customer needs and
achieve market acceptance. The failure of the Company to manage its research and
development efforts would have a material adverse effect upon its business and
prospects.


                                       11
<PAGE>   12
DEPENDENCE ON KEY PERSONNEL; MANAGEMENT OF EXPANDING OPERATIONS

   
        The Company's success will, to a large extent, depend upon the continued
services of Raj Mohindra, President and Chief Executive Officer, and Suraj Puri,
Vice President and Chief Technical Officer. The loss of services of either of
these executive officers would materially and adversely affect the Company. The
Company does not have employment agreements with any of its key personnel, but
it is the beneficiary of key man life insurance in the amount of $2 million on
Mr. Mohindra and $1 million on Mr. Puri.
    

        The success of the Company will also depend, in part, upon its ability
to retain the personnel who have assisted in the development of the Company's
products, and to attract and retain additional qualified operating, marketing,
technical and financial personnel. The competition in the semiconductor
equipment industry for such qualified personnel is often intense, and there can
be no assurance that the Company will be able to hire or retain necessary
personnel. In addition, the Company will require additional senior management
and the development of additional expertise by existing management personnel,
as well as improved operational and financial systems, and there can be no
assurance that new personnel and systems will be successfully integrated or
that the developments will not result in a material adverse effect on the
Company. 

LIMITATION OF LIABILITY

        Due to limitations on the liability of officers and directors contained
in the Company's charter documents and agreements between the Company's officers
and directors and the Company, stockholders may have limited or no recourse
against such officers and directors for their negligent actions. 

CONCENTRATION OF SHARE OWNERSHIP AND VOTING POWER

        Holders of the Company's Class A Common Stock are entitled to five
votes for each share owned by them on all matters submitted to a vote of
stockholders, while holders of Common Stock are entitled to one vote per share.
The directors and officers of the Company control approximately 66.9% of the
voting power and will be able to elect all of the Company's directors and,
hence, will be able to control the affairs of the Company. In addition, the
directors and officers of the Company will, subject to certain limitations
imposed by applicable law, be able to, among other things, amend the Company's
Certificate of Incorporation and By-laws and effect or preclude fundamental
corporate transactions involving the Company, including the acceptance or
rejection of any proposals relating to a merger of the Company or an
acquisition of the Company by another entity, in each case without the approval
of any of the Company's other stockholders.

POTENTIAL ADVERSE EFFECT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK ON HOLDERS
OF COMMON STOCK; ANTI-TAKEOVER EFFECTS

        The Board of Directors has authority to issue up to 5,000,000 shares of
Preferred Stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of those shares without any further vote or action by
the shareholders. The rights of the holders of the Common Stock will be subject
to, and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and, as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock. The Company has no present plans to issue shares of Preferred Stock.


                                       12
<PAGE>   13
ITEM 2.  DESCRIPTION OF PROPERTY
YieldUP's headquarters are located in Mountain View, California, where the
Company leases a total of approximately 14,400 square feet of office and
assembly space under a lease which expires in September 1998, with a current
monthly obligation of $10,000 plus taxes, maintenance and utilities. The
Company has an option to extend the lease on its current facilities for an
additional three years after September 1998. 

ITEM 3.  LEGAL PROCEEDINGS
CFM Technologies, Inc. and CFMT, Inc. (collectively "CFM") filed a complaint
against the Company in the United States District Court for the District of
Delaware in September 1995. The complaint alleges that the drying process
incorporated in certain of the Company's products infringes a patent held by
CFM. The Company believes that its drying process does not infringe the CFM
patent. The Company has filed a cross-complaint in this action seeking a
declarative judgment that the Company's products do not infringe the CFM
patent. However, litigation is inherently uncertain, and there can be no
assurance that the Company will not, as a result of this litigation, suffer a
material adverse effect on its business or financial condition. The trial for
this matter is currently scheduled to begin in July 1997. The Company expects
that the CFM litigation will continue to result in substantial costs and
diversion of effort by the Company which could materially adversely affect the
Company. The CFM litigation and any other such litigation could also continue
to delay or impede market acceptance of the Company's products. A decision
adverse to the Company in such litigation could result in substantial damages
payable by the Company and could support the issuance of an injunction
prohibiting further sales by the Company of some or all of its products.
Because the Company relies on a single product family for the substantial
majority of its revenues, any successful challenge by other parties to the
Company's right to use its designs could potentially render the Company
insolvent and jeopardize its ability to continue as a viable concern. 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the
Company's fourth quarter.





                                       13
<PAGE>   14
                                    PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                          PRICE RANGE OF COMMON STOCK

        Since November 1995, the Company's Common Stock has traded on the
Nasdaq SmallCap Market under the symbol "YILD." The following table sets forth
for the periods indicated the high and low sale prices of the Common Stock as
reported by the Nasdaq SmallCap Market. These figures reflect inter-dealer
prices without retail mark-up, mark-down or commission and may not represent
actual transactions.

<TABLE>
<CAPTION>
                                           High        Low
                                         --------    -------
<S>                                      <C>         <C>
1996
  1st Quarter.........................   $6          $4 7/16
  2nd Quarter.........................    8 5/8       5 3/8
  3rd Quarter.........................    6 13/16     4 1/2
  4th Quarter.........................    6           4 1/2
</TABLE>

        On December 31, 1996, the last reported sale price of the Common Stock
on the Nasdaq SmallCap Market was $6 per share. As of December 31, 1996, there
were 8 holders of record of the Common Stock, and the Company believes that
there were over 300 beneficial owners of Common Stock.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

        During the years ended December 31, 1996 and 1995, the Company's
revenues were $2,204,590 and $1,129,012, respectively. The increase in revenue
in 1996 was due to an increase in shipments of the Company's cleaning, rinsing,
and drying systems.

        Manufacturing and development expenses were $3,853,972 for the year
ended December 31, 1996, and $1,736,755 for the year ended December 31, 1995.
For 1995, separate amounts for manufacturing cost of goods sold and research and
development expense were not meaningful as these operating activities were
inseparable during that period. For 1996, manufacturing cost of goods sold was
$2,630,970 and research and development expense was $1,223,002. The increase in
manufacturing and development expenses reflected the continuing efforts to
develop and enhance the Company's products and the higher total manufacturing
costs associated with increased system shipments. In addition, in the fourth
quarter of 1995 the Company established its own manufacturing capability, so the
1995 manufacturing and development expenses only reflect approximately one
quarter of full operation of the manufacturing organization while the 1996
figures represent four quarters of manufacturing operation. The Company expects
to continue to invest in new product development and research, although these
expenses may decline over time as a percentage of revenues to the extent
revenues increase.

   
        The information in the following two paragraphs contains
forward-looking statements describing the Company's plans to increase revenues
and to reduce gross margins on its products. Such statements are made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company's plans and intentions with respect to
increasing revenues and improving gross margins are subject to risks and
uncertainties, and actual results could differ materially from those projected
in the forward-looking statements. The Company's ability to execute its plans
may be adversely affected by competitive conditions, failure to timely complete
development and installation of new products and product enhancements, supply
disruptions, customer purchasing cycles and other factors described under
"Business Risks" and elsewhere in this Annual Report.
    

   
        In order for the Company to achieve profitability, it will be necessary
to significantly increase revenue in future periods. Increasing revenues will
depend to a significant extent on the Company's ability to make multiple
standard product unit sales to large companies. To achieve this goal, the
Company has recently strengthened its executive management in the sales and
marketing organization and believes that it must expand and enhance its product
line. The Company is focused on delivery in the first quarter of 1997 of the
enhanced Omega 4000 and new Omega 1000 products. The Company believes these
products have the highest probability of generating significant new revenues
for the Company in the second quarter of 1997. The Company currently has orders
for these systems from major semiconductor manufacturers, and a number of other
large companies have expressed interest in them. The Company plans to
demonstrate performance of these systems in a production environment in the
second quarter and believes it may be possible to generate additional orders for
these products beginning in the second quarter. In addition, the Company
believes that its recent marketing efforts with respect to its CleanPoint water
filtration system may begin to result in orders and revenues in the near term.
    


                                       14
<PAGE>   15
        In addition, in order to achieve profitability, the Company must improve
its gross margins. The Company's negative gross margin on product sales during
1995 and 1996 was due to fixed manufacturing overhead expense being spread over
a small number of units and high unit material cost. The high unit material
costs were caused by a high degree of customization and numerous engineering
design changes as the Company enhanced its products. The units shipped in 1995
and 1996 were generally the first units produced of a particular design. The
Company anticipates that if unit shipment volume increases in future periods,
per unit overhead expenses and material costs will be reduced. In addition, in
the first quarter of 1997 the Company is transitioning to shipment of
standardized products, which should also begin to reduce the per unit material
costs. The Company believes that both of these trends may have the effect of
improving the Company's gross margin. If the Company is not able to make
multiple unit sales to large customers, to penetrate new industries, to manage
the transition to standardized products or to increase product shipments, the
Company may be unable to increase its revenues or improve its operating margins.
Such failure would have a material adverse effect on the Company and would
impact its ability to continue as a going concern. See Financial Statements and
Notes thereto. 

        Selling, general and administrative expenses were $1,829,460 for the
year ended December 31, 1996, and $1,032,008 for the year ended December 31,
1995. The increase in these expenses reflect the Company's increased marketing
activities for its products and additional employees. In addition, the Company
incurred increased legal expenses in 1996 versus 1995 related to the CFM patent
infringement litigation. There were also increases in legal, accounting, and
other administrative expenses in 1996 versus 1995 related to being a public
company. The Company expects that selling, general and administrative expenses
may decline as a percent of revenues to the extent revenues increase.

        The net interest income was $104,807 for the year ended December 31,
1996, and the net interest expense was $190,272 for the year ended December 31,
1995. The net interest income in 1996 was due to interest income on a portion
of the funds raised in the Company's 1995 initial public offering. The interest
expense in 1995 was mainly due to $200,000 of debt discount charged to expense
in the fourth quarter of 1995 as a result of financing transactions completed
before the public offering. The Company expects that interest income may
decline in the future due to lower short term investment balances caused by
operating losses in 1996.

        As a result of the foregoing factors, the Company sustained a net loss
of $3,374,035 for the year ended December 31, 1996, as compared to a net loss
of $1,830,023 for the year ended December 31, 1995. The increase in net loss
was due primarily to an increase in manufacturing and development costs
compared to 1995 and was related to the continued product development
activities and increased manufacturing operations. In addition, the Company
expanded its marketing, support, and administrative organizations to manage
increased sales and shipments of the Company's products. Net losses are
expected to continue until the Company is able to produce and sell sufficient
numbers of cleaning, rinsing and drying systems to cover operating expenses, of
which there can be no assurance. 

LIQUIDITY AND CAPITAL RESOURCES

        On December 31, 1996, the Company had cash, cash equivalents, and short
term investments of $629,172. Accounts receivable at December 31, 1996 totaled
$699,459 and represented primarily amounts due on systems shipped in the fourth
quarter of 1996.

   
        The information in the following paragraph contains forward-looking
statements describing the Company's plans to raise debt and equity financing to
meet its capital needs. Such statements are made in reliance on the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
Company's plans and intentions with respect to raising capital are subject to
risks and uncertainties, and actual results could differ materially from those
projected in the forward-looking statements. The Company's ability to execute
its plans effectively may be adversely affected by factors outside the Company's
control, such as the bank's internal policies and procedures and adverse market
conditions, and other factors described under "Business Risks" and elsewhere in
this Annual Report.
    


                                       15

<PAGE>   16
   
        The Company believes that its existing capital resources will enable it
to fund its operations through the first quarter of 1997. The Company will be
required to seek additional capital to continue its operations beyond that time,
which may result in dilution to the current stockholders. The Company has no
commitments for any future funding, and there can be no assurance that the
Company will be able to obtain additional capital in the future. However, the
Company is currently in negotiations to reduce the term loan collateral
requirement by 50% and to create a $2 million revolving credit line
collateralized by the Company's qualifying accounts receivable. The funds
available to the Company, if any, under such line of credit will depend on the
Company's ability to generate revenues in the near term. These two credit
facilities should provide the Company with the necessary funds to finance
operations through the second quarter of 1997. Because the Company has the right
to redeem the Class A Warrants in the near future, the Company expects the
exercise of a significant portion of the Class A Warrants to occur within the
next 60 days. Proceeds received from the exercise of a substantial portion would
enable the Company to meet its capital needs for at least the next 12 months. In
the event the Class A warrants are not exercised, the Company believes that it
may be able to obtain funds through private placements of its securities within
the next one to two fiscal quarters. If the Company is unable to obtain the
necessary capital, it will be required to significantly curtail its activities
or cease operations. 
    


                                       16

<PAGE>   17
ITEM 7   FINANCIAL STATEMENTS

   
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
YieldUP International Corporation:

        We have audited the accompanying balance sheet of YieldUP International
Corporation (the Company), as of December 31, 1996, and the related statements
of operations, stockholders' equity, and cash flows for each of the years in
the two-year period then ended. 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 audits.

        We conducted our audits 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 audits provide a reasonable basis
for our opinion.

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of YieldUP
International Corporation as of December 31, 1996, and the results of its
operations and its cash flows for each of the years in the two-year period then
ended in conformity with generally accepted accounting principles.

        The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                        KPMG PEAT MARWICK LLP

San Jose, California
February 5, 1997

    

                                       17

<PAGE>   18
                       YIELDUP INTERNATIONAL CORPORATION
                                 BALANCE SHEET




<TABLE>
<CAPTION>
                                                                                    DECEMBER 31
                                                                                   -------------
                                                                                        1996
                                                                                   -------------
                                      ASSETS
<S>                                                                                <C>
Current assets:
   Cash and cash equivalents                                                       $     619,172
   Restricted cash                                                                       509,878
   Short-term investments                                                                 10,000
   Accounts receivable                                                                   699,459
   Inventories                                                                           677,383
   Prepaid expenses and other assets                                                     109,822
                                                                                   -------------
      Total current assets                                                             2,625,714
Property, plant, and equipment, net                                                      894,499
Other assets                                                                             440,511
                                                                                   -------------
      Total assets                                                                 $   3,960,724
                                                                                   =============

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                $     643,089
   Accrued liabilities                                                                   524,277
   Customer deposits                                                                      43,000
   Current portion of capital lease obligations and long-term debt                       406,258
                                                                                   -------------
      Total current liabilities                                                        1,616,624 
Long-term debt                                                                           330,000
Capital lease obligations, less current portion                                           48,863
                                                                                   -------------
      Total liabilities                                                                1,995,487
                                                                                   -------------
Stockholders' equity:
   Preferred stock:                                                                            -
     $.001 par value; 5,000,000 shares authorized; 
     no shares issued and outstanding
   Class A common stock:                                                                   1,912
     $.001 par value; 2,229,927 shares authorized; 
     1,912,111 shares issued and outstanding;
     each share is entitled to five votes   
   Common stock:                                                                           1,495
     $.001 par value; 20,000,000 shares authorized;
     1,495,000 shares issued and outstanding;
     each share is entitled to one vote
   Additional paid-in capital                                                          7,571,550
   Notes receivable from stockholders                                                    (15,348)
   Accumulated deficit                                                                (5,594,372)
                                                                                   -------------
      Total stockholders' equity                                                       1,965,237
                                                                                   -------------
      Total liabilities and stockholders' equity                                   $   3,960,724
                                                                                   =============
</TABLE>





                 See accompanying notes to financial statements


                                       18
<PAGE>   19
                       YIELDUP INTERNATIONAL CORPORATION
                            STATEMENTS OF OPERATIONS


   


<TABLE>
<CAPTION>
                                                         
                                                                        YEARS ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                     1996                    1995
                                                                -------------            -------------
<S>                                                             <C>                     <C>    
Revenues                                                          $ 2,204,590              $ 1,129,012 
                                                                  -----------              -----------
Operating expenses:
   Manufacturing and development                                    3,853,972                1,736,755
   Selling, general, and administrative                             1,829,460                1,032,008 
                                                                  -----------              -----------
      Total operating expenses                                      5,683,432                2,768,763
                                                                  -----------              -----------
      Operating loss                                               (3,478,842)              (1,639,751)
                                                                  -----------              -----------
Interest income                                                       129,563                   28,228
Interest expense                                                      (24,756)                (218,500)
                                                                  -----------              -----------
Interest income (expense), net                                        104,807                 (190,272)
                                                                  -----------              -----------
      Net Loss                                                    $(3,374,035)             $(1,830,023)
                                                                  ===========              ===========
                                                                                                       

Net loss per share                                                $     (0.99)             $     (0.89)
                                                                  ===========              ===========
Shares used in per share computations                               3,406,395                2,052,632
                                                                  ===========              ===========
</TABLE>
    




                 See accompanying notes to financial statements











                                       19
<PAGE>   20
                       YIELDUP INTERNATIONAL CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                                  
                                                                   CLASS A                                          
                                   PREFERRED STOCK              COMMON STOCK                   COMMON STOCK        
                                SHARES        AMOUNT        SHARES         AMOUNT         SHARES         AMOUNT   
                             ------------  ------------  ------------   ------------   ------------   ------------
<S>                          <C>           <C>           <C>            <C>            <C>            <C>            
Balances as of
   December 31, 1994              127,950  $        128     1,537,298   $      1,537            --    $         --
Sale of Series B
   preferred stock                 54,828            55            --             --             --             --   
Sale of Series C
   preferred stock                174,955           175            --             --             --             --  
Repurchase of Class A
   common stock from
   terminated employee                 --            --       (21,719)           (22)            --             --
Sale of Class A
   common stock                        --            --         6,586              7             --             --  
Exercise of Class A
   common stock
   options                             --            --        30,403             30             --             --  
Conversion of
   preferred stock
   into Class A common
   stock                         (357,733)         (358)      357,733            358             --             --  
Payment of notes
   receivable                          --            --            --             --             --             --  
Sale of common
   stock warrants, net                 --            --            --             --             --             --  
Initial public offering
   of common stock,
   net of $1,496,856
   issuance costs                      --            --            --             --      1,495,000          1,495   
Net loss                               --            --            --             --             --             --
                             ------------  ------------  ------------   ------------   ------------   ------------  
Balances as of
   December 31, 1995                   --            --     1,910,301          1,910      1,495,000          1,495  
Exercise of Class A
   common stock options                --            --         1,810              2             --             --  
Payment of notes                       --            --            --             --             --             --   
   receivable 
Net loss                               --            --            --             --             --             --
                             ------------  ------------  ------------   ------------   ------------   ------------  
Balances as of
   December 31, 1996                   --  $         --     1,912,111   $      1,912      1,495,000   $      1,495  
                             ============  ============  ============   ============   ============   ============  
</TABLE>

<TABLE>
<CAPTION>
                                                NOTES
                               ADDITIONAL    RECEIVABLE                     TOTAL
                                PAID-IN         FROM       ACCUMULATED   STOCKHOLDERS'
                                CAPITAL     STOCKHOLDERS     DEFICIT       EQUITY
                             ------------   ------------  ------------  ------------
<S>                          <C>            <C>           <C>           <C>          
Balances as of
   December 31, 1994         $    384,780   $     (9,200) $   (390,314) $    (13,069)
Sale of Series B
   preferred stock                143,895             --            --       143,950 
Sale of Series C
   preferred stock                869,861        (33,064)           --       836,972
Repurchase of Class A
   common stock from
   terminated employee             (2,978)            --            --        (3,000)
Sale of Class A
   common stock                     4,543             --            --         4,550
Exercise of Class A
   common stock
   options                         20,970             --            --        21,000
Conversion of
   preferred stock
   into Class A 
   common stock                        --             --            --            --
Payment of notes
   receivable                          --            983            --           983
Sale of common stock
   warrants, net                  172,582             --            --       172,582
Initial public offering
   of common stock,
   net of $1,496,856
   issuance costs               5,976,649             --            --     5,978,144 
Net loss                               --             --    (1,830,023)   (1,830,023)
                             ------------   ------------  ------------  ------------
Balances as of
   December 31, 1995            7,570,302        (41,281)   (2,220,337)    5,312,089
Exercise of Class A
   common stock options             1,248             --            --         1,250
Payment of notes                       --         25,933            --        25,933
   receivable 
Net loss                               --             --    (3,374,035)   (3,374,035)
                             ------------   ------------  ------------  ------------
Balances as of
   December 31, 1996         $  7,571,550   $    (15,348) $ (5,594,372) $  1,965,237
                             ============   ============  ============  ============
</TABLE>


                See accompanying notes to financial statements.






                                       20



<PAGE>   21

                       YIELDUP INTERNATIONAL CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     YEARS ENDED DECEMBER 31,
                                                                                 -----------------------------
                                                                                     1996             1995
                                                                                 ------------     ------------
<S>                                                                               <C>            <C>     
Cash flows from operating activities:
   Net loss                                                                      $ (3,374,035)   $  (1,830,023)
   Adjustments to reconcile net loss to net cash used for operating activities:
         Depreciation and amortization                                                154,819            7,514
         Changes in operating assets and liabilities:
                    Accounts receivable                                               (20,032)        (562,122)
                    Inventories                                                      (171,451)        (419,054)
                    Prepaid expenses and other assets                                  59,110         (164,973)
                    Accounts payable                                                  (75,000)         646,091
                    Accrued liabilities                                               157,156          278,547
                    Customer Deposits                                                (101,000)         144,000 
                                                                                 ------------     ------------
                         Net cash used for operating activities                    (3,370,433)      (1,900,020)
                                                                                 ------------     ------------
Cash flows from investing activities:
   Purchase of equipment                                                             (751,892)        (178,115)
   Sale of fixed asset                                                                 22,000                -
   Increase in restricted cash                                                       (888,741)               -
   Proceeds from sales of short-term investments                                    4,554,645                -
   Purchases of short-term investments                                             (2,499,933)      (2,064,712)
                                                                                 ------------     ------------
                                                                                
                         Net cash provided by (used for) investing activities         436,079       (2,242,827)
                                                                                 ------------     ------------

Cash flows from financing activities:
   Principal payments under capital lease obligations                                 (40,123)          (3,185)
   Proceeds from term loan                                                            750,000                -
   Principal payments of term loan                                                    (60,000)               -
   Principal payments of notes payable to stockholders                                      -         (162,720)
   Proceeds of notes receivable from stockholders                                      25,933              983 
   Issuance of bridge notes                                                                 -          800,000
   Principal payments of bridge notes                                                       -         (800,000)
   Issuance of common stock in public offering, net                                         -        5,978,144
   Issuance of preferred stock, net                                                         -          923,322
   Issuance of warrants, net                                                                -          172,582 
   Issuances of Class A common stock, net of repurchases                                1,250           22,550
                                                                                 ------------     ------------
                         Net cash provided by financing activities                    677,060        6,931,676
                                                                                 ------------     ------------
Net (decrease) increase in cash and cash equivalents                               (2,257,294)       2,788,829

Cash and cash equivalents at beginning of year                                      2,876,466           87,637
                                                                                 ------------     ------------

Cash and cash equivalents at end of year                                         $    619,172     $  2,876,466
                                                                                 ============     ============
Supplemental disclosure of cash flow information:
   Notes receivable issued in connection with sale of preferred stock            $   -            $     33,064
                                                                                 ============     ============
   Preferred stock issued in exchange for notes payable                          $   -            $     57,600
                                                                                 ============     ============
   Acquisition of equipment under capital lease obligations                      $     42,000     $     96,430
                                                                                 ============     ============
   Conversion of preferred stock into Class A common stock                       $   -            $        358
                                                                                 ============     ============
</TABLE>





                 See accompanying notes to financial statements




                                       21
<PAGE>   22
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company

         YieldUP International Corporation (the Company or YieldUP) develops,
         manufactures, and markets cleaning, rinsing and drying equipment used
         in the manufacturing of semiconductor wafers and other defect
         sensitive substrates.

         Basis of Presentation

         The accompanying financial statements have been prepared assuming the
         Company will continue as a going concern. The Company's recurring
         losses from operations raise substantial doubt about its ability to
         continue as a going concern. Management's plans in regard to these
         matters are to attempt to raise additional equity or debt financing to
         meet its working capital requirements and to increase revenues and
         improve gross margins. The financial statements do not include any
         adjustments that might result from the outcome of this uncertainty.

         Cash Equivalents

         Cash equivalents consist primarily of highly liquid debt instruments
         with original maturity dates up to 90 days.

         Short-Term Investments

         The Company accounts for short-term investments in accordance with
         Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting
         for Certain Investments in Debt and Equity Securities".  Short-term
         investments are classified as "available-for-sale" under the
         provisions of SFAS No. 115 and are stated at fair value.  Any
         unrealized gains and losses are reported as a separate component of
         stockholders' equity, but to date have not been significant.


         Concentration of Credit Risk

         Financial instruments that potentially subject the Company to
         significant concentration of credit risk consist primarily of cash
         equivalents and trade receivables. Substantially all of the Company's
         cash equivalents are invested in certificates of deposit and money
         market funds. The Company performs ongoing credit evaluations of its
         customers and generally requires no collateral. The Company maintains
         reserves for potential credit losses; historically, such losses have
         been minor and within management's expectations.


         Inventories

         Inventories are stated at the lower of first-in, first-out cost or 
         market. The Company periodically reviews its inventories for
         potential slow-moving and obsolete items and writes down impaired
         items to net realizable value.

         Property, Plant and Equipment

         Property and equipment are stated at cost less accumulated
         depreciation.  Depreciation is provided using the straight-line method
         over the estimated useful lives of the related assets, generally three
         to five years.  Property, plant and equipment recorded under capital
         leases and leasehold improvements are amortized on a straight-line
         basis over the shorter of the lease terms or their estimated useful
         lives.





                                                                     (continued)





                                       22
<PAGE>   23
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS


Revenue Recognition

Revenue is recognized after shipment when there is no significant uncertainty
regarding customer acceptance and payment. 

Product Warranty

A provision for the estimated future costs of warranty repair is provided at
the time of sale.

Manufacturing and Development Expenses

Manufacturing and development expenses represent costs incurred for the design
and development of new products, the redesign of existing products, and
manufacturing costs.  For 1995, separate amounts for Manufacturing Cost of Goods
Sold and Research and Development expense were not meaningful as these operating
activities were inseparable during that period. For 1996, Manufacturing Cost of
Goods Sold was $2,630,970 and Research and Development expense was $1,223,002.

Income Taxes

The Company is accounting for income taxes in accordance with SFAS No. 109.
SFAS No. 109 prescribes an asset and liability approach that results in the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns.  In estimating future tax consequences, SFAS No. 109
generally considers all expected future events other than the enactment of
changes in tax laws or rates.  Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.

Stock Option Plan

The Company accounts for its stock option plan in accordance with the provisions
of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations.  As such, compensation
expense is recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for
Stock-Based Compensation", permits entities to recognize as expense over
the vesting period the fair value of all stock-based awards on the date of
grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair value-based method defined in SFAS No. 123 has been
applied.  The Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

Fair Value of Financial Instruments

The carrying amounts of the Company's cash and cash equivalents, restricted
cash, short-term investments, accounts receivable, and accounts payable 
approximate their respective fair values.

Use of Estimates

The Company's management has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles.  Actual results could
differ from those estimates.

Reclassifications

Certain amounts in the 1995 financial statements have been reclassified to
conform with the 1996 financial statement presentation.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", on
January 1, 1996. This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell. Adoption of this Statement did not have a material impact on the Company's
financial position, results of operations, or liquidity. 
                                                                     (continued)




                                       23


<PAGE>   24
Net Loss Per Share

Net loss per share is based on the weighted average number of shares of common
stock, convertible preferred stock using the "as if converted" method at the
dates of issuance, and common equivalent shares from stock options and warrants
outstanding (when dilutive using the treasury stock method). Pursuant to certain
SEC Staff Accounting Bulletins, common and preferred stock issued for
consideration below the initial public offering (IPO) price and stock options
granted with exercise prices below the IPO price during the 12-month period
preceding the date of the initial filing of the Registration Statement, even
when antidilutive, have been included in the calculation of net loss per share,
using the treasury stock method based on the assumed IPO price, as if they were
outstanding for all periods presented prior to their issuance. 

                                                                     (continued)





                                       24
<PAGE>   25
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS



(2)      BALANCE SHEET COMPONENTS

         Restricted Cash 

         As of December 31, 1996, the Company had restricted cash in the form of
         certificates of deposit, of $750,000 and $138,741 as collateral for
         long-term debt and substantially all of the capital lease obligations,
         respectively. Restricted cash aggregating $378,863 is classified as
         other non-current assets in the accompanying balance sheet.

         Short-Term Investments

         The Company's short-term investments comprise a certificate of deposit
         which is classified as "available-for-sale."

         Inventories

         A summary of inventories follows:

<TABLE>
<CAPTION>
                                                                          December 31, 1996    
                                                                          ---------------------
             <S>                                                              <C>
             Raw materials                                                      $  364,510
             Work in process                                                        56,063
             Evaluation units                                                      218,070
             Finished goods                                                         38,740
                                                                                ----------

                                                                                $  677,383
                                                                                ==========
</TABLE>

         Evaluation units are installed at potential customers' sites. 

         Property, Plant and Equipment

         A summary of property, plant and equipment follows:

<TABLE>
<CAPTION>
                                                                             December 31, 1996
                                                                             -----------------
             <S>                                                              <C>
             Machinery and equipment                                           $   404,438
             Furniture and fixtures                                                 47,624
             Leasehold improvements                                                594,374
                                                                                ----------

                                                                                 1,046,436
             Less accumulated depreciation and amortization                        151,937
                                                                                ----------

                                                                                $  894,499
                                                                                ==========
</TABLE>










                                                                     (continued)





                                       25
<PAGE>   26
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS


 (3)     INCOME TAXES

         The Company has a net operating loss carryforward for federal and
         California tax purposes as of December 31, 1996 of $4,580,000 and
         $2,290,000, respectively. The difference between the federal net
         operating loss and the accumulated deficit is primarily attributed to
         the years ending December 31, 1993 and 1994 when the Company was an S
         corporation for taxation purposes. The difference between the federal
         and California net operating loss carryforward is due to 50% limitation
         of net operating loss carryforwards for California purposes. The
         federal net operating loss carryforwards expire in the years 2010 and
         2011. The California net operating loss carryforwards expire in the
         years 2000 and 2001.

         Federal and California tax laws impose significant restrictions on the
         utilization of net operating loss carryforwards in the event of a shift
         in the ownership of the Company, which constitutes an "ownership
         change" as defined by Internal Revenue Code Section 382. The IPO of
         YieldUP common stock in November 1995 resulted in such a change. As a
         result, $1,400,000 of YieldUP's federal and California net operating
         loss carryforwards are subject to an annual limitation approximating
         $525,000. Any unused annual limitations may be carried forward to
         increase the limitations in subsequent years. 

         The Company has fully offset its deferred tax assets, primarily
         attributable to net operating loss carryforwards, with a valuation
         allowance.

(4)      LONG-TERM DEBT
         
         Long-term debt comprises a bank term loan which is fully collateralized
         by a certificate of deposit. The loan is payable in monthly 
         installments of $30,000, and bears interest at the bank's prime rate
         (8.25% as of December 31, 1996).

         As of December 31, 1996, maturities in subsequent years are as
         follows: 1997, $360,000; and 1998, $330,000.

(5)      COMMITMENTS AND CONTINGENCIES

         Leases

         The Company is obligated under operating leases for certain equipment
         and its facilities, and capital leases for certain equipment, furniture
         and fixtures that expire at various dates during the next three years.
         The amount of equipment, furniture, and fixtures and related
         accumulated amortization recorded under capital leases were as follows:

<TABLE>
<CAPTION>
                                                                             December 31, 1996
                                                                             -----------------
             <S>                                                               <C>
             Machinery and equipment                                             $ 103,500
             Furniture and fixtures                                                 37,930
                                                                                 ---------

                                                                                   141,430
             Less accumulated amortization                                          47,871
                                                                                 ---------

                                                                                 $  93,559
                                                                                 =========
</TABLE>





                                                                     (continued)





                                       26
<PAGE>   27
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

         Future minimum lease payments under the Company's noncancelable
         operating leases and future minimum capital lease payments as of
         December 31, 1996, are as follows:

<TABLE>
<CAPTION>
            Year ending                                                           Capital          Operating
           December 31,                                                           leases            leases
           ------------                                                           ------            ------
             <S>                                                              <C>               <C>
             1997                                                               $   55,105        $  151,962
             1998                                                                   50,527           121,779
             1999                                                                    1,386             1,348
                                                                                ----------        ----------

                     Total minimum lease payments                                  107,018        $  275,089
                                                                                                  ==========

             Less amount representing interest                                      11,897
                                                                                ----------

             Present value of minimum lease payments                                95,121
             Less current portion                                                   46,258
                                                                                ----------

                                                                                $   48,863
                                                                                ==========
</TABLE>

         Facility and rent expense was approximately $140,789 and $41,475 for
         the years ended December 31, 1996 and 1995, respectively.

         Patent Matters

         CFM Technologies, Inc. and CFMT, Inc. (collectively "CFM") filed a
         complaint against the Company in the United States District Court for
         the District of Delaware in September 1995. The complaint alleges that
         the drying process incorporated in certain of the Company's products
         infringes a patent held by CFM. The Company believes that its drying
         process does not infringe the CFM patent. However, there can be no
         assurance that the Company will not, as a result of this litigation,
         suffer a material adverse effect on its business or financial
         condition. The trial for this matter is scheduled to begin in July
         1997. A decision adverse to the Company in such litigation could result
         in substantial damages payable by the Company and could support the
         issuance of an injunction prohibiting further sales by the Company of
         some or all of its products. A loss, if any, resulting from an
         unfavorable adjudication, cannot presently be estimated. Accordingly,
         no provision for any liability that may result upon adjudication has
         been made in the accompanying financial statements.

(6)      STOCKHOLDERS' EQUITY

         Common Stock And Class A Common Stock

   

         The terms of the Common Stock and the Class A Common Stock are
         essentially identical, except that: (i) the holders of the Common Stock
         are entitled to one vote per share and holders of Class A Common Stock
         are entitled to five votes per share, (ii) if stock dividends, splits,
         distributions, reverse splits, combinations, reclassification of 
         shares, or other recapitalizations (collectively, "recapitalizations")
         are declared or effected, such recapitalizations shall be effected in 
         a like manner with respect to the Common Stock and the Class A Common 
         Stock, except that payments in shares of capital stock shall be paid in
         Common Stock with respect to Common Stock and Class A Common Stock with
         respect to Class A Common Stock, and (iii) shares of Class A Common 
         Stock are convertible into Common Stock on a share-for-share basis 
         option of the holder at any time and all remaining shares of Class A
         Common Stock will automatically be converted to Common Stock as such 
         time as there are fewer than 400,000 shares of Class A Common Stock 
         outstanding.

         In addition, the shares of Class A Common Stock are automatically
         converted into shares of Common Stock upon their transfer to any person
         other than the permitted transferees which are mainly the stockholders
         family members.

         Since the Common Stock does not have cumulative voting rights and,
         therefore, holders of shares entitled to exercise more than 50% of the
         voting power are able to elect all of the Directors of the Company,
         these voting provisions will result in the existing directors and
         officers retaining control over the Company, despite any accumulation
         of Common Stock by third parties.

    
                                                                     (continued)


                                       27


<PAGE>   28
         Preferred Stock

         The Preferred Stock may be issued in series, and shares of each series
         will have such rights and preferences as are fixed by the Board in the
         resolutions authorizing the issuance of that particular series.

         Stock Repurchase Plan

         As of December 31, 1996, the Company had issued 1,318,346 shares of
         Class A common stock to the founders of the Company subject to the
         Company's right to repurchase the stock at the original issuance price,
         $0.14 per share. The right to repurchase  the stock is only exercisable
         if and when the owners of those shares cease providing services to the
         Company.  The shares shall be released from the Company's repurchase
         option over a four-year period.  As of December 31, 1996, 234,202
         shares of Class A common stock were subject to repurchase.
         
         Warrants

         As of December 31, 1996, the Company had issued 2,215,000 Class A
         warrants. The holder of each Class A warrant is entitled, upon payment
         of the exercise price of $7.00, to purchase one share of common stock
         and one Class B warrant. Unless previously redeemed, the Class A
         warrants are exercisable at any time until November 21, 2000.

         As of December 31, 1996, the Company had issued 1,945,000 Class B
         warrants (4,160,000 Class B warrants if the Class A warrants are
         exercised). The holder of each Class B warrant is entitled, upon
         payment of the exercise price of $11.00, to purchase one share of
         common stock. Unless previously redeemed, the Class B warrants are
         exercisable at any time until November 21, 2000.

         The Class A warrants and Class B warrants are subject to redemption by
         the Company, at a price of $0.05 per warrant, if the average closing
         bid price of the common stock exceeds certain prices within certain
         time periods.

         As of December 31, 1996, no warrants have been exercised or redeemed.

                                                                     (continued)

                                       28
<PAGE>   29
                       YIELDUP INTERNATIONAL CORPORATION

                         NOTES TO FINANCIAL STATEMENTS


         Stock Option Plans

         As of December 31, 1996, the Company has three stock-based compensation
         plans, which are described below.

         The Board of Directors has reserved (250,000 shares are subject to
         stockholder approval) 500,000 shares of common stock for issuance
         under the Company's 1995 Stock Option Plan (the Option Plan). Options
         may be granted to employees (including officers), consultants,
         advisers and directors, although only employees and directors and
         officers, who are also employees, may receive "incentive stock
         options" intended to qualify for certain tax treatment.  The exercise
         price of nonqualified stock options must equal at least 85% of the
         fair market value of the common stock on the date of grant, and the
         exercise price of incentive stock options must be no less than the
         fair market value on the date of grant.  Options granted under the
         Option Plan vest over 4 years and must be exercised within 10
         years.

         Prior to the adoption of the Option Plan in September 1995, the
         Company granted 346,411 options to purchase shares of Class A common
         stock at prices ranging from $0.69 to $3.17 per share under a separate
         option plan (the Prior Plan).  The Company does not anticipate
         granting any additional options to purchase Class A common stock under
         the Prior Plan, and any shares subject to options under the Prior Plan
         that terminate, or are canceled, will not be issued or used for new
         options. As of December 31, 1996, 270,037 options are outstanding and
         204,155 options are exercisable under the Prior Plan. 

         Under the Company's 1995 Outside Directors Stock Option Plan (the
         Directors Plan), 100,000 shares of common stock have been reserved for
         issuance. The Directors Plan provides for the automatic granting of
         nonqualified stock options to directors of the Company who are not
         employees of the Company (Outside Directors).  Under the Directors
         Plan, each new Outside Director elected will automatically be granted
         an option to purchase 20,000 shares of common stock at the date of his
         election.  Additionally, each Outside Director, except for Outside
         Directors who have received an initial grant of an option to purchase
         20,000 shares within six months of the annual meeting of stockholders,
         will automatically be granted an option to purchase 5,000 shares of
         common stock on the date of each annual meeting of stockholders.  The
         exercise price of the options in all cases will be equal to the fair
         market value of the common stock on the date of grant.  Options
         granted under the Directors Plan vest over 4 years and, generally,
         must be exercised within 10 years.

         A summary of the status of the Company's three fixed stock option 
         plans as of December 31, 1996 and 1995, and changes during the years 
         ended on those dates is presented below:
<TABLE>
<CAPTION>
                                               Number of 
                                                 Shares    Exercise Prices
                                               ---------   ---------------
        <S>                                   <C>          <C>
         Balance as of December 31, 1994             --     $    --
           
         Granted
           Price = Fair Value                   260,440     $0.69-5.00
           Price > Fair Value                   125,971          $0.76
         Exercised                              (30,403)         $0.69
                                               --------     ----------

         Balance as of December 31, 1995        356,008     $0.69-5.00
         Granted
           Price = Fair Value                   332,000     $4.50-7.50
         Exercised                               (1,810)         $0.69
         Canceled                              (103,411)    $0.69-5.75
                                               --------     ----------
         Balance as of December 31, 1996        582,787     $0.69-7.50
                                               ========     ==========
</TABLE>



                                       29
<PAGE>   30
         As of December 31, 1996 and 1995, the number of options exercisable was
         217,925 and 173,871, respectively. 

         The Company applies APB Opinion No. 25 and related Interpretations in
         accounting for its plans. Accordingly, no compensation cost has been
         recognized for any of the plans. Had compensation cost for the
         Company's three stock-based compensation plans been determined
         consistent with SFAS No. 123, the Company's net loss and net loss per
         share would have been increased to the pro forma amounts indicated
         below:

<TABLE>
<CAPTION>
                                                1996            1995
                                                ----            ----
         <S>                               <C>             <C>
         Net Loss As Reported               $(3,374,035)    $(1,830,023)
                  Pro Forma                 $(3,692,023)    $(1,956,894)

         Net Loss Per Share As Reported     $     (0.99)    $     (0.89)
                            Pro Forma       $     (1.08)    $     (0.95) 
</TABLE>

         The weighted-average fair value of options granted in 1996 and 1995,
         was $3.84 and $1.46, respectively. The weighted-average fair value of
         options granted in 1995 at greater than the market price was $0.38.   

         The effects of applying SFAS 123 in this proforma disclosure is not
         indicative of the effects on reported results for future years. SFAS
         123 does not apply to awards prior to 1995, and additional awards in
         future years are anticipated.

         The fair value of each option grant is estimated on the date of grant
         using Black Scholes option-pricing model with the following
         weighted-average assumptions used for grants in 1996 and 1995,
         respectively: no dividend yield; expected volatility of 67.5%; risk
         free interest rates of 6%; expected lives of four years for the Prior
         Plan and five years for the other two plans.

         The following table summarizes information about fixed stock options
         outstanding as of December 31, 1996:

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                                 -------------------                              -------------------
                                             Weighted
                          Number             Average           Weighted          Number           Weighted
                        Outstanding         Remaining          Average         Exercisable        Average
Exercise Prices       As of 12/31/1996   Contractual Life   Exercise Price   As of 12/31/1996   Exercise Price
---------------       ----------------   ----------------   --------------   ----------------   --------------
<S>                    <C>                  <C>               <C>               <C>                <C>
$0.6900                   100,628              8.38               $0.69            63,705         $0.69
$0.7600                   125,971              8.32                0.76           125,971          0.76
$3.1700                    43,438              8.60                3.17            14,479          3.17
$4.5000                    25,000              9.83                4.50                 -             -
$4.9700                    66,000              9.98                4.97                 -             -
$5.0000                    40,000              8.89                5.00            10,000          5.00
$5.2500                    86,000              9.58                5.25                 -             -
$5.7500                    14,750              9.13                5.75             3,770          5.75
$6.7500                    47,500              9.49                6.75                 -          0.00
$7.5000                    33,500              9.41                7.50                 -          0.00
                          -------              ----                ----           -------          ----
$0.6900                   582,787              9.01                3.59           217,925          1.18
                          =======                                                 =======
</TABLE>


                                       30
<PAGE>   31
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None






















                                       31
<PAGE>   32
                                    PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The following sets forth
certain information regarding the executive officers of the Registrant:

DIRECTORS AND EXECUTIVE OFFICERS

        The directors and executive officers of the Company and their ages as
of January 31, 1997 are as follows:

<TABLE>
<CAPTION>
NAME                     AGE                     POSITION
----                     ---                     --------
<S>                      <C>     <C>
Raj Mohindra...........   51      President, Chief Executive Officer and Director
Suraj Puri.............   52      Vice President, Chief Technical Officer and Director
Scott M. Gibson........   38      Vice President and Chief Financial Officer
Bernard Slade..........   72      Director
Abhay K. Bhushan.......   50      Director
Ram Paul Gupta(1)......   57      Director
William W.R. Elder(1)..   56      Director
</TABLE>
---------------
(1) Members of the Compensation and Audit Committees

        Mr. Mohindra co-founded the Company in 1993 and has served as
President, Chief Executive Officer and a director of the Company since its
inception. Prior to joining the Company, from 1968 to 1993, he worked for IBM
where he held a number of operational, management and technical positions,
including head of the IBM Productivity Competence Center, Manager of Systems
Engineering and Senior Technical Staff Member.

        Mr. Puri co-founded the Company in 1993 and has served as Vice
President, Chief Technical Officer and a director of the Company since its
inception. Prior to joining the Company, from 1986 to 1993, Mr. Puri served as
an independent consultant in the semiconductor industry. From 1978 to 1986, he
managed process engineering, technology transfer and yield improvement at
Advanced Micro Devices, a manufacturer of semiconductor devices.

        Mr. Gibson joined the Company in August 1995 as Vice President and
Chief Financial Officer. Prior to joining the Company, from June 1994 to July
1995, Mr. Gibson was Vice President for Customer Satisfaction at Tencor
Instruments, a semiconductor equipment manufacturer. From 1992 to 1994, Mr.
Gibson served as Chief Financial Officer of Prometrix Corporation, a
semiconductor equipment manufacturer. From 1991 to 1992, Mr. Gibson was a
Product Accounting Manager for Stratacom Inc., a telecommunications equipment
manufacturer. Prior to that, from 1988 to 1991, Mr. Gibson served as Division
Controller for KLA Instruments, a manufacturer of wafer and mask inspection
systems for the semiconductor industry.

        Mr. Slade co-founded the Company in 1993 and served as Vice President
with responsibility for East Coast and European Operations until December 1996.
Mr. Slade was appointed as a director of the Company in January 1997. From 1986
to 1993, Mr. Slade worked for Gemini Consulting, a management consulting firm,
where he specialized in productivity, product development, and manufacturing
issues. From 1957 to 1984, he worked for IBM where he held a number of product
development and operational management positions, including Corporate Director
of Manufacturing Technology and Director of Manufacturing Planning and Controls.

        Mr. Bhushan co-founded the Company in 1993 and has served as a director
of the Company since its inception. He also served as Chief Financial Officer
of the Company from August 1993 until July 1995. Mr. Bhushan is currently
Chairman and Chief Financial Officer of Portola Communication, a software
company, where he has been employed since 1996. From 1974 through 1995, Mr.
Bhushan was employed by Xerox Corporation, where he served in various
capacities, including Manager of the Xerox Environmental Leadership Programs,
Manager of Systems Engineering and Standards and Manager of Business Strategy.

        Mr. Gupta has served as a director of the Company since July 1995. From
1992 to the present, Mr. Gupta has served as President, Chief Operating Officer
and Vice President of Operations of Quality Semiconductor, Inc., a
semiconductor manufacturer. From 1988 to 1992, Mr. Gupta served as President
of Blackship Computers, Inc., a systems integration company. From 1983 to 1988,
Mr. Gupta held various management positions, including President, at General
Electric's Intensil Semiconductor operation.

        Mr. Elder has served as a director of the Company since September 1995.
Since 1982, Mr. Elder has served as Chairman of the Board of Directors of
Genus, Inc., a semiconductor equipment company. Prior to founding Genus, Mr.
Elder served as president of Kasper Instruments, a division of Eaton
Corporation, a manufacturer of semiconductor equipment, and in several senior
management positions at Fairchild Semiconductor.

        The Board of Directors is divided into three classes. Each class of
directors consists of one or two directors, who serve staggered three year
terms. 


                                       32
<PAGE>   33
        Officers are elected by and serve at the discretion of the Board of
Directors. There are no family relationships among the directors or officers of
the Company.

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent beneficial owners are
required by SEC regulation to furnish the Company with copies of all reports
they file under Section 16(a).

        To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representation that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the year ended December 31, 1996 except that Bernard Slade failed to
file on time a Form 4 for a transaction that occurred in November of 1996 due to
an administrative oversight.


ITEM 10.  EXECUTIVE COMPENSATION

        The following table sets forth the aggregate base salary and bonuses
paid by the Company for services rendered during 1995 and 1996 to the Company's
chief executive officer and the only other executive officer (the "Named
Executive Officers") who earned more than $100,000 in either year.
<TABLE>
<CAPTION>
<S>                                                     <C>     <C>            <C>             <C>
                                                                                 LONG-TERM
                                                                                COMPENSATION                                        
                                                                   ANNUAL         SECURITIES     ALL OTHER
                                                                COMPENSATION      UNDERLYING       ANNUAL
NAME AND PRINCIPAL POSITION                             YEAR       SALARY          OPTIONS      COMPENSATION
---------------------------                             ----    ------------    ------------    ------------
Raj Mohindra, President and Chief Executive Officer...  1995      $ 84,000        125,971                --
                                                        1996      $138,459             --            $5,400(1)
Robert Ciano, Vice President, Sales and Marketing(2)..  1995            --             --                --
                                                        1996      $131,461         45,000                --
</TABLE>
-------------------
(1) Represents automobile allowance payments.
(2) Mr. Ciano resigned from the Company in November 1996.

STOCK OPTION INFORMATION

        The following table contains information concerning stock option grants 
to the Named Executive Officers in 1996.


                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                                                        PERCENT OF
                                                                          TOTAL
                                                         NUMBER OF     OPTIONS/SARs
                                                         SECURITIES     GRANTED TO
                                                         UNDERLYING     EMPLOYEES       EXERCISE OR
                                                        OPTIONS/SARs    IN FISCAL       BASE PRICE      EXPIRATION
NAME                                                      GRANTED          YEAR           ($/Sb)           DATE
----                                                    ------------   ------------     -----------     ----------
<S>                                                     <C>            <C>             <C>             <C>
Raj Mohindra ......................................              --             --              --              --
Robert Ciano ......................................          45,000           12.4%          $5.75         2/15/06(1)
</TABLE>
------------------
(1) The option expired without exercise 30 days after Mr. Ciano's resignation.



                                       33



<PAGE>   34
      AGGREGATED OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES

        The following table sets forth, for the Named Executive Officers, the
shares acquired and the value realized on exercise of stock options during the
year ended December 31, 1996 and the year-end number and value of exercisable
and unexercisable options.

<TABLE>
<CAPTION>                                                           NUMBER OF SECURITIES                
                                                                        UNDERLYING                  VALUE OF UNEXERCISED
                                                                    UNEXERCISED OPTIONS             IN-THE-MONEY OPTIONS
                                  SHARES                            AT DECEMBER 31, 1996           AT DECEMBER 31, 1996(1)
                                ACQUIRED ON       VALUE         -----------------------------   -----------------------------
NAME                            EXERCISE(#)     REALIZED($)     EXERCISABLE     UNEXERCISABLE   EXERCISABLE     UNEXERCISABLE
----                            -----------     -----------     -----------     -------------   -----------     --------------
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
Raj Mohindra ................           --              --          125,971               --       $660,008                --
Robert Ciano ................           --              --              --                --            --                 --
</TABLE>
-----------------------
(1) The value of "in-the-money" stock options represents the positive spread 
between the exercise price of stock options, $0.76 per share, and the fair 
market value for the Company's Common Stock of $6.00 per share as of 
December 31, 1996, which was the closing price of the Company's Common Stock on 
December 31, 1996.

        The Company does not have employment agreements with any of its
executive officers or directors.

Compensation of Directors

        From time to time, directors have received grants of options to purchase
the Company's Common Stock. Directors who are not employees of the Company
receive yearly grants of options to purchase Common Stock under the Directors
Plan. The Company does not pay additional amounts for committee participation or
special assignments of the Board of Directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information regarding the
beneficial ownership of the Company's capital stock as of December 31, 1996,
(i) by each person who is known by the Company to own beneficially more than 5%
of the Company's capital stock, (ii) by each of the Named Executive Officers
and by each of the Company's directors, and (iii) by all officers and directors
as a group.
<TABLE>
<CAPTION>
                                    NUMBER OF                PERCENTAGE OWNERSHIP OF
                                SHARES BENEFICIALLY                 ALL COMMON              PERCENTAGE OF
        BENEFICIAL OWNER             OWNED(1)                  STOCK OUTSTANDING(2)        VOTING POWER(3)
        ----------------        -------------------          ------------------------      ---------------
<S>                             <C>                          <C>
Raj Mohindra ................          1,102,123(4)                     30.2%                   41.9
Abhay K. Bhushan ............            312,605(5)                      9.0                    11.8
Suraj Puri ..................            220,804(6)                      6.4                     8.0
Bernard Slade ...............            124,587(7)                      3.6                     4.4
Ram Paul Gupta ..............             49,171(8)                      1.4                     1.3 
William W.R. Elder ..........             20,000(9)                        *                      *
Robert Ciano ................                  0                          --                      --
All directors and executive
  officers as a group 
  (eight (8) persons) .......          1,888,020(10)                     48.1                   65.5
</TABLE>
--------------
   *  Represents less than one percent.

 (1)  Except pursuant to applicable community property laws or as otherwise 
      noted, all shares are beneficially owned and sole voting, and investment
      power is held by the persons named.

 (2)  Based on 1,912,111 shares of Class A Common Stock 1,495,000 shares of
      Common Stock outstanding, plus shares which may be acquired by the named
      person(s) upon exercise of outstanding options or Class A Warrants as of
      April 30, 1997.

 (3)  Each share of Class A Common Stock has five votes, and each share of
      Common Stock has one vote.
 
 (4)  Includes 121,866 shares of Common Stock issuable upon exercise of Class A
      Warrants held by Mr. Mohindra and his family members. Includes 125,971
      shares issuable upon exercise of options. Also includes 44,161 shares held
      by family members of Mr. Mohindra, but Mr. Mohindra disclaims beneficial
      ownership of all such shares except to the extent of any pecuniary 
      interest therein which he may have. Does not include an aggregate of 
      320,004 shares of Common Stock issuable upon exercise of Class B Warrants
      held by Mr. Mohindra and his family members.


                                       34

<PAGE>   35
 (5)  Includes 50,895 shares of Common Stock issuable upon exercise of Class A
      Warrants held by Mr. Bhushan and his family members. Includes 14,479 
      shares issuable upon exercise of options. Also includes 43,434 shares 
      held by family members of Mr. Bhushan, but Mr. Bhushan disclaims 
      beneficial ownership of all such shares except to the extent of any 
      pecuniary interest therein which he may have. Does not include an 
      aggregate of 103,866 shares of Common Stock issuable upon exercise of 
      Class B Warrants held by Mr. Bhushan and his family members.

 (6)  Includes 43,260 shares of Common Stock issuable upon exercise of Class A
      Warrants held by Mr. Puri and his family members. Includes 3,619 shares
      issuable upon exercise of options. Also includes 7,239 shares held by a
      family member of Mr. Puri, but Mr. Puri disclaims beneficial ownership of
      all such shares except to the extent of any pecuniary interest therein
      which he may have. Does not include an aggregate of 80,611 shares of
      Common Stock issuable upon exercise of Class B Warrants held by Mr. Puri
      and his family members.


 (7)  Includes 27,586 shares of Common Stock issuable upon exercise of Class A
      Warrants. Includes 5,791 shares issuable upon exercise of options. Does
      not include an aggregate of 47,195 shares of Common Stock issuable upon
      exercise of Class B Warrants held by Mr. Slade.

 (8)  Includes 4,316 shares of Common Stock issuable upon exercise of Class A
      Warrants. Includes 38,822 shares issuable upon exercise of options. Does 
      not include an aggregate of 13,144 shares of Common Stock issuable upon
      exercise of Class B Warrants held by Mr. Slade.

 (9)  Includes 20,000 shares issuable on exercise of outstanding options.

(10)  Includes 252,215 shares of Common Stock issuable upon exercise of Class A
      Warrants held by executive officers and their family members. Includes
      263,120 shares issuable upon exercise of options, of which 196,780 shares
      are vested. Does not include an aggregate of 584,677 shares of Common 
      Stock issuable upon exercise of Class B Warrants held by officers and 
      directors and their family members.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        During the last two fiscal years, the Company had the following
transactions with certain of its officers, directors and holders of 5% of the
outstanding shares of the Company, as described below.

        In September 1995, the Company issued a promissory note in the
principal amount of $50,000 and 25,000 warrants which subsequently converted
into Class A Warrants to each of Raj Mohindra, Abhay Bhushan, Suraj Puri and
Bernard Slade, directors of the Company.

        In October 1995, the Company distributed a dividend of 220,000 Class A
Warrants and 450,000 Class B Warrants pro rata among all holders of capital
stock and options to acquire capital stock of the Company, including all
officers and directors of the Company other than William Elder.

        The Company believes that all transactions with affiliates described
above were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties.


                                       35
<PAGE>   36
                                    PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits:  See the index of exhibits on pages 23 of this report

         (b)     Reports on Form 8-K:  None filed















                                       36
<PAGE>   37
                       YIELDUP INTERNATIONAL CORPORATION

                               INDEX OF EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NUMBER            DESCRIPTION OF EXHIBIT
--------------            ----------------------
<S>                       <C>
3.2  (*)                  Certificate of Incorporation.

3.3  (*)                  Bylaws.

4.1  (*)                  Form of Warrant Agreement between the Company and the
                          Warrant Agent, including the form of warrants.

10.1 (*)                  Form of Indemnity Agreement.

10.2 (*)                  1995 Stock Option Plan and forms of agreement
                          thereunder.

10.3 (*)                  1995 Outside Directors Stock Option Plan and forms of
                          agreement thereunder.

10.5 (*)                  Facilities lease between the Company and Lori A.
                          Halligan Trust, dated September 11, 1995.

10.7 (*)                  Loan and Security Agreement with Silicon Valley Bank
                          dated September 16, 1996.

11.1 (*)                  Statement regarding computation of net loss per share

23.1                      Consent of Independent Auditors

24.3                      Power of Attorney
                          (included on page 38)
</TABLE>

(*) The exhibit is incorporated by reference to Form SB-2 (Registration No.
    33-97792-LA).





                                       37
<PAGE>   38
                                   SIGNATURES

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

                       YIELDUP INTERNATIONAL CORPORATION
                                  (REGISTRANT)

Date:  February 28, 1997          By: /s/ Raj Mohindra
                                  ------------------------------------------
                                  Raj Mohindra, Chairman and Chief Executive
                                  (Principal Executive Officer)


                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Raj Mohindra and Scott M. Gibson,
and each of them acting individually, as his attorney-in-fact, each with full
power of substition, for him in any and all capacities, to sign any and all
amendments to this Annual Report, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorney to any and all amendments to said Annual Report.

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

NAME/TITLE                                                  DATE

/s/ Raj Mohindra
--------------------------------------                February 28, 1997
Raj Mohindra
Chairman, Chief Executive Officer, and
Director


/s/ Scott M. Gibson
--------------------------------------                February 28, 1997
Scott M. Gibson
Chief Financial Officer

(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)

/s/ William W.R. Elder
--------------------------------------                February 28, 1997
William W.R. Elder
Director


/s/ Ram Paul Gupta
--------------------------------------                February 28, 1997
Ram Paul Gupta
Director


/s/ Abhay Bhushan
--------------------------------------                February 28, 1997
Abhay Bhushan
Director


/s/ Suraj Puri
--------------------------------------                February 28, 1997
Suraj Puri
Director


/s/Bernard Slade
--------------------------------------                February 28, 1997
Bernard Slade
Director


                                       38