<Page>
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-KSB

          [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year Ended June 30, 2002

          [ X ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Transition Period from January 1, 2002 to June 30, 2002

                            Commission File Number: 333-06966

                              IMMECOR CORPORATION
                  (Name of small business issuer in its charter)

 California                                           68-0324628
(State or jurisdiction of incorporation    (I.R.S. Employer Identification No.)
 or Organization)

          3636    North Laughlin Rd, Bldg 150, Santa Rosa CA 95403-2137 (Address
                  of principal executive offices)

                                 (707) 636-2550
                           (Issuer's Telephone Number)

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

            Securities registered under Section 12(g) of the Exchange Act:
                 Common Stock, Without Par Value

     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 contained in this form
in response to item 405 of Regulation S-B, 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 the Form 10-KSB or any
amendment to this Form 10-KSB. [X]

     State Issuer's revenues for its most recent transition period (six months
ended June 30, 2002): $ 4,069,915.

     There is currently no public market for the Company's outstanding shares of
common stock. The Company's shares of common stock are currently not listed on
any stock exchange as described in PART II, ITEM 5. Therefore, the Company is
unable to estimate the aggregate market value of its common stock at this time.

     As of June 30, 2002, there were 5,806,128 shares of the issuer's Common
Stock, without par value, outstanding.

                DOCUMENTS INCORPORATED BY REFERENCE None


<PAGE>


<Page>
                       IMMECOR CORPORATION

                              INDEX
                        TABLE OF CONTENTS

PART I

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

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters;
Item 6.  Management's Discussion and Analysis or Plan of Operation;
Item 7.  Financial Statements;
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure.

PART III

Item 9.  Directors, Executive Officers, promoters and Control Persons,
         Compliance with Section 16 (a) of the Exchange Act;
Item 10. Executive Compensation;
Item 11. Security Ownership of Certain Beneficial Owners and Management;
Item 12. Certain Relationships and Related Transactions;
Item 13. Exhibits and Reports on Form 8-K.

FORWARD LOOKING STATEMENTS

     Immecor Corporation (the "Company" or "Immecor")cautions readers that
certain important factors may affect the Company's actual results and could
cause such results to differ materially from any forward-looking statements that
may be deemed to have been made in this Form 10-KSB or that are otherwise made
by or on behalf of the Company. For this purpose, any statements contained in
the Form 10-KSB that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may", "expect", "believe", "anticipate", "intend", "could",
"estimate", or "continue" or the negative other variations thereof or comparable
terminology are intended to identify forward-looking statements. Such statements
are based on current expectations and are subject to risk, uncertainties and
changes in condition, significance, value and effect, including those discussed
under the heading "Risk Factors" in Item 6, "Management's Discussion and
Analysis or Plans Operations", Item 1, "Description of Business" and other
filings by Immecor with the Securities and Exchange Commission. Risk factors
that may affect the Company's results include, but are not limited to, the
Company's dependence on a limited number of customers and key personnel, its
ability to develop new product and service offerings, its possible need for
additional financing and its dependence on certain industries. Such risks,
uncertainties and changes in condition, significance, value and effect could
cause our actual results to differ materially from those anticipated events.
Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of these assumptions could prove inaccurate,
including, but not limited to, statements as to our future operating results and
business plans. We disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


<Page>
                          PART I

ITEM 1.           DESCRIPTION OF BUSINESS

     Immecor Corporation's (the "Company" or "Immecor") primary business is to
design, custom manufacture, and direct market high performance computer systems.
These high performance computer systems are heterogeneous and scalable, allowing
them to accommodate several different platforms and applications. Immecor's
system architecture is specifically designed for each customer and are typically
computation intensive and require high capacity not available on a general
purpose PC's or workstations. The primary markets for Immecor's products are
original equipment manufacturers ("OEM") in the wafer inspection, defense
electronics, medical diagnostic imaging and the entertainment markets. These
markets have computing needs which benefit from a unique custom-built system
architecture that can be produced by Immecor. Currently, the Company's major
customer is in the semiconductor industry.

     Immecor also direct markets a broad range of multi-brand microcomputer
products, including hardware and peripherals, third-party software, networking,
communication products and accessories through our in-house sales staff to
business, government, educational, institutional and home office users. The
Company offers popular brand name computer products from Adobe, Cisco, Epson,
Hewlett-Packard, IBM, Intel, Microsoft, NEC, Novell, Sony, Symantec, Toshiba and
3Com, among others.

     The Company directs its marketing efforts toward current and prospective
customers with a direct focus on commercial accounts, including business,
government, and institutional accounts. These customers have a high level of
product knowledge and are most likely to purchase sophisticated systems and
products on a repetitive basis through the Company's direct marketing channel.
The Company markets to prospective customers through its direct sales staff and
continues to generate repeat sales from existing customers while attracting
sales from new customers. The Company enhances repeat purchases by offering
value added services to its customers, including prototype development, custom
cables, chassis design and production, systems integration, staging services,
configuration control, and warranty support.

         The Company changed its fiscal year end from December 31 to June 30,
effective July 1, 2002. Accordingly, the Company is presenting financial
information and analysis, where applicable, for the six months ended June 30,
2002 ("fiscal 2002") (the transition period) in this fiscal period end report on
Form 10-KSB.

MARKET OVERVIEW
     Primarily as a provider of custom industrial computers, subsystems,
electronic products and also as a distributor of other third-party hardware and
software products, the Company has chosen to focus on marketing to sectors that
offer both sufficient opportunity and strong prospects for sustained growth. The
Company's products directly address the need that has been expressed by leading
companies relying on quality, reliability, rapid product development, flexible
manufacturing, and solid engineering support. The Company benefits from a number
of trends within this industry as described below.

     Reduced Development Time: As technology life cycles shorten, our OEM
customers are pressed to deliver new generations of equipment to market even
faster, allowing the Company to benefit from the industry trend to reduce
development time of new products. Working under this growing time-to-market
pressure, customers place increasing value on a supplier that can consistently
deliver new solutions on an aggressive development schedule. Providing leading
edge engineering, the Company reduces the time-to-market for its products
through two initiatives: concurrent engineering and design-ready platforms.
Concurrent engineering creates a process allowing all functional disciplines to
take part in a product's design from the very beginning. With design-ready
platforms, the Company can modify standard platforms to meet specific customers
needs for a customized product, a fast fulfillment schedule and at an
competitive price.

     Outsourcing: Many companies, and particularly those in the high technology
sector, are identifying their core competencies and outsourcing as many of their
own systems and subsystems production responsibilities to companies like Immecor
to reduce expenses. The Company's outsourcing strategy provides maximum
flexibility to respond to OEM customer requirements and schedule adjustments. At
the same time, the Company may also outsource certain projects to overseas
subcontractors to minimize its asset investment. By providing outsourcing
services to electronic manufacturers, the Company is able to focus its
manufacturing efforts on designing more reliable products, designing efficient
methods of building its products, and providing reliable supply chain
management.

<Page>

     Vendor Base Reduction: Reducing and improving supply-chain management is a
key strategy of many OEM companies today. Building better relationships in the
supply chain to reduce the number of suppliers from whom they purchase, while
driving down the individual unit production costs. The Company seeks to be the
vendor of choice by meeting a variety of needs on a reliable basis.

     Repair and Inventory Logistics: The Company provides repair, inventory
logistics, assembly, systems integration and supply chain management services
for a variety of computer, software, and hardware products to OEM customers. Our
OEM customers have traditionally performed these functions but as companies
focus their energies on core competencies, these types of services have been
outsourced to companies like Immecor.

     Develop Collaborative Relationships: Through the development and expansion
of collaborative relationships with its OEM customers, the Company attempts to
satisfy their needs by offering a full range of value-added services, including
design expertise, process development, control testing, inventory management,
and rapid response to volume and design changes. These relationships also
provide the Company with increased knowledge regarding the OEM customer's
products, allowing the Company to stay on the forefront of developing the next
product line for our OEM customers. The Company believes that it has the
knowledge and technical staff to act as an extension of the customer's
engineering organization in order to provide custom solutions. Immecor has
partnered with its customers to understand and resolve the challenging problems
encountered in applications as diverse as wafer inspection, network connectivity
and lab diagnostics systems.

     Expand Complementary Businesses: The Company believes that providing a wide
range of services affords the Company a competitive advantage to meet it's OEM
customer's needs and, therefore, increases the likelihood that the Company will
make continuing sales to its customers. Immecor's custom manufacturing approach
is based on a highly integrated process that takes a product from concept
through production. All products are required to meet specified standards of
performance, quality, and reliability. Systems integration, concurrent
engineering, materials resource planning (MRP) services, and Just-In-Time
delivery are also integrated into manufacturing operations as part of the
services provided by the Company.

STRATEGY
     Products and services: The Company's objective is to be a one-stop shop
technology solution center for OEM customers who require sophisticated
manufacturing and inventory solutions and who are likely to have substantial
volume requirements. While continuing to concentrate on our established customer
base, the definition of the Company's target markets will continue to focus on
high growth sectors supporting the need for low to mid runs for custom
manufactured technology products. To achieve its objective, the Company's
strategy is to differentiate itself from its competition by providing prototype
design services, faster time-to-market, superior product performance, quality,
service and the low total cost of ownership. The Company believes that quality
and responsiveness to the customer's needs are of critical importance in its
efforts to compete successfully.

     The Company has achieved a ISO 9002 certification as a method to reinforce
its techniques and procedures to measure, monitor and improve performance.
Through its commitment to customer service and quality, the Company believes it
is able to provide superior value to its customers.

     Potential Acquisitions: In the normal course of its business, the Company
seeks to identify potential acquisitions of businesses, products and
technologies that could complement or expand the Company's business, customer
base and sales. An acquisition model is currently being developed.

<Page>

COMPETITION
     The industry in which the Company competes is highly competitive and
characterized by increasing OEM customer demands for improved product
performance, shorter manufacturing cycles and lower prices. Competition
typically occurs at the design stage, where the customer evaluates alternative
design approaches, including those from internal development organizations. A
design win generally ensures a customer will purchase the product from Immecor
until their next generation system is developed. The Company believes that its
future ability to compete effectively will depend upon its ability to continue
to improve product and process technologies and to develop new products.
However, we may be at a competitive disadvantage as to price and innovation
compared to manufacturers with lower cost structures and more research and
development resources. In addition, there can be no assurance that competitive
pressures will not result in price erosion, reduced margins, loss of market
share or other factors, that could have a material adverse effect on the
Company's business, financial condition and results of operations.

SALES AND MARKETING
     Our sales and marketing are integrated processes involving direct
salespersons and project managers, as well as our senior executives. Our sales
resources are directed at multiple management and staff levels within targeted
OEM accounts and industry sectors. Historically, we have had substantial
recurring sales from existing customers. For our reseller business, we receive
unsolicited inquiries resulting from advertising and public relations
activities, as well as referrals from current customers.

      The Company is dependent on a small number of customers for a large
portion of its revenues. Approximately 95% of our net sales during fiscal 2002
were derived from customers that were also customers during the same period of
fiscal 2001 and 2000. One semiconductor customer and one medical diagnostic
customer accounted for 83% and 8%, respectively, of the Company's net sales in
fiscal 2002; 92% and 6%, respectively, of the Company's net sales in fiscal
2001; and 85% and 1%, respectively, of the Company's net sales in fiscal 2000.
Although we seek to diversify our customer base, a small number of customers
currently are responsible for a significant portion of our net sales. In the
second half of fiscal 2001, we recruited and trained additional sales staff with
experience and contacts in our target OEM markets to diversify our customer
base. The Company has developed and produced a sales culture that promotes
active marketing.

INTELLECTUAL PROPERTY MATTERS
     The Company believes that its future success is primarily dependent upon
the technical competence and creative skills of its personnel, rather than upon
any patent or other proprietary rights. Although we do not believe that our
trademark, product designs and manufacturing processes infringe on the
intellectual property rights of third parties, we cannot assure that third
parties will not assert infringement claims against us in the future. If such an
assertion were to be made, it may become necessary or useful for us to enter
into licensing arrangements or to resolve such an issue through litigation.
However, we cannot assure that such license rights would be available to us on
commercially acceptable terms or that any such litigation would be resolved
favorably. Additionally, such litigation could be lengthy and costly and could
materially harm our financial condition regardless of the outcome of such
litigation.

RESEARCH AND DEVELOPMENT
     The Company maintains a research and development department, which is
engaged in the modification and improvement of existing products and the
development of new products. The Company believes that the timely introduction
of new technology and products is an important component of its competitive
strategy.

EMPLOYEES
      The Company presently employs approximately 26 full-time people. The
Company has not, to date, experienced difficulty in attracting and retaining
sufficient engineering and technical personnel and sales staff to meet its
needs. The Company considers its relations with its employees to be
satisfactory. The Company is largely dependent upon the skills and efforts of
its senior executive management, as well as its technical employees. The Company
maintains key-man life insurance on certain executives for which the loss of
their services could have a material adverse effect on the Company's business,
financial condition and results of operations.

<Page>

ITEM  2.  DESCRIPTION OF PROPERTY

     The Company's corporate headquarters are located at 3636 North Laughlin
Road, Building 150, in the Westwind Business Park, Santa Rosa, California,
95403-1027, where the Company maintains approximately 16,000 square feet of
office, showroom and assembly space. Santa Rosa is located approximately 50
miles north of San Francisco.

     The Company maintains an additional 6,200 square feet of office and system
integration space at 2370 Qume Drive #A, Santa Clara, California 95131.

     The Company's Santa Rosa telephone number is (707) 636-2550 and the
facsimile number is (707) 636-2565. The Company's Santa Clara telephone number
is (408) 982-1133 and the facsimile number is (408) 982-1134. The Company's
e-mail address is immecor@immecor.com, and the Company's World Wide Web home
page is http//www.immecor.com.

ITEM  3.  LEGAL PROCEEDINGS

     In the semiconductor, computer and medical diagnostic industries, companies
receive notices from time to time alleging infringement of patents, copyrights,
or other intellectual property rights. While Immecor has not been notified of
claims that it may be infringing patents, copyrights or other intellectual
property rights owned by other third parties, any litigation could result in
substantial costs and diversion of resources and could have a material adverse
effect on Immecor's business, financial condition and results of operations. In
the future, third parties may assert infringement claims against Immecor or its
customers. In the event of an infringement claim, Immecor may be required to
spend a significant amount of money to develop a non-infringing alternative or
to obtain licenses. Immecor may not be successful in developing such an
alternative or obtaining a license on reasonable terms, if at all. In addition,
any such litigation could be lengthy and costly and could harm Immecor's
financial condition.

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

     None.
                           PART II

ITEM  5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no public market for the Company's outstanding shares of
common stock. The Company's shares of common stock are currently not listed on
any stock exchange.

     The stock transfer agent and registrar for the Company's shares of common
stock is U.S. Stock Transfer Corporation located at 1745 Gardena Avenue,
Glendale, California 91204-2991. Based on data obtained from our transfer agent,
there were 96 stockholders of record of the Common Stock of the Company as of
June 30, 2002.

While our transfer agent's record show that there were 6,308,828 shares of the
Company's common stock issued and outstanding at June 30, 2002, the Company
believes that there are only 5,806,128 shares of common stock issued and
outstanding. The difference is related to the issuance of 502,700 shares in a
disputed 1999 transaction, which was nullified by the court in a summary
judgment in favor of the Company. The Company and its counsel have been and will
continue to work with the transfer agent to void these stock certificates and
amend the transfer agent's records.

DIVIDENDS
     The Board of Directors does not currently contemplate the payment of cash
dividends. Any decisions as to the payment of cash dividends on the Common Stock
will depend on the Company's ability to generate earnings, its need for capital,
its overall financial condition and such other factors as the Board of Directors
deems relevant.

SALES OF UNREGISTERED SECURITIES
     None.

<Page>

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the Company's financial
statements and the notes thereto included in Part II, Item 7 "Financial
Statements" of this report. This discussion contains forward-looking statements,
which involve risks and uncertainties. Our actual results could differ
materially from those anticipated in forward looking statements as a result of
certain factors, including but not limited to those discussed in "Risk Factors"
and elsewhere in this annual report.

CHANGE IN FISCAL YEAR
     The Company changed its fiscal year end from December 31 to June 30,
effective July 1, 2002. Accordingly, the Company is presenting financial
information and analysis, where applicable, for the six months ended June 30,
2002 in this transition period report on Form 10-KSB.

<Page>

RESULTS OF OPERATIONS
     The following table sets forth a summary of the Company's operating
revenues and expenses, certain statement of operation items expressed as a
percentage of net sales for the three most recent fiscal periods. Summary
information for the six months ended June 30, 2001, has been presented for
information purposes only.

<Table>
<Caption>
<S>                             <C>            <C>             <C>              <C>
                                Six Months                      Years Ended
                                Ended June 30,                  December 31,
                                2002          2001              2001            2000
                                      (unaudited)

Operating Data (in thousands):

Net Sales                       $ 4,070         $  5,246        $  9,767        $  30,223
Cost of Sales                     2,235            4,247           8,351           22,291

     Gross Profit                 1,835              999           1,461            7,932

Operating Expenses:
  Sales and marketing               131               69             140              110
  Research and Development          182              225             523                9
  General and administrative        987            1,336           1,858            3,623

Operating Income (loss)             535             (631)         (1,105)           4,190

Other income (expense):
  Other and interest income          24               60              42               26
  Interest expense                  (21)             (43)           (230)             (92)
  Income tax (provision) benefit   (105)             240             233           (1,742)

Net income (loss)               $   433         $   (374)       $ (1,060)       $   2,382

Operating data as a percentage of net sales:

Net Sales                           100.0%           100.0%        100.0%           100.0%
Cost of Sales                        54.9             81.0          85.5             73.8

  Gross Proft                        45.1             19.0          14.5             26.2

Operating Expenses:
  Sales and marketing                 3.2              1.3           1.4              0.4
  Research and development            4.5              4.3           5.4              0.1
  General and administrative         24.3             25.5          19.0             12.0

Operating income (loss)              13.1            -12.0         -11.3             13.8

Other income (expense):
  Other and interest income           0.6              1.1           0.4              0.1
  Interest expense                   -0.5             -0.8          -2.4             -0.3
  Income tax (provision) benefit     -2.6              4.6           2.4             -5.8

Net income                           10.6             -7.1         -10.9              7.8

</Table>

<Page>

FISCAL 2002 AS COMPARED TO FISCAL 2001

Net Revenues
     Net revenues of the Company for the six-month period ended June 30, 2002
("fiscal 2002"), decreased 58% to $4,069,915 from $9,766,802 for fiscal year
ended December 31, 2001 ("fiscal 2001"). Lower sales in fiscal 2002 were
primarily due to a six-month reporting period in fiscal 2002 versus a 12-month
period reporting period in fiscal 2001. Net revenues for the six months ended
June 30, 2002, decreased 22% to $4,069,915 from $5,246,065 for June 30, 2001.
Revenues decline was due to an overall weaker U.S. economy and demand for
computer equipment.

Gross Profit
     Gross profits for fiscal 2002 increased by 30% to $1,835,276 from
$1,415,675 in fiscal 2001. Gross profit as a percentage of net revenues
increased from 14% in fiscal 2001 to 45% in fiscal 2002. The increase in gross
profit is due to new product releases with higher profit margins in fiscal 2002
versus sales of matured products that carry a lower profit margin in fiscal 2001
and a decrease to inventory reserve of approximately $200,000. The Company
acknowledges that pricing pressures, lower demand and changes in sales volume
due to the slow economy may adversely impact gross margins in upcoming quarters
for the year ending June 30, 2003 ("fiscal 2003").

Sales and Marketing
     Sales and marketing expenses for fiscal 2002 decreased $9,091 or 6% to
$130,882 from $139,973 in fiscal 2001. Sales and marketing expenses increased
90% or $61,950 to $130,882 for the six months ended June 30, 2002, from $68,932
for the six months ended June 30, 2001. The increase in sales and marketing
expenses was due to an increase in sales personnel as a part of the Company's
efforts to diversify and expand its customer base.

Research and Development
     Research and development expenses decreased by 65% to $182,452 in fiscal
2002 from $523,083 in fiscal 2001. The decrease was primarily due to the change
in fiscal year and a decline in customer demand for research and development of
new products. Our future operating results will depend significantly on our
ability to design and manufacture products and provide services that have a
competitive advantage in our marketplace. As such, the Company expects to
increase R&D expenses to continue to invest in system design and other research
and development initiatives for new customers. Research and development expenses
consist of related expenses for certification, fabrication, and cost of
materials for prototyping and testing units. The Company expenses all of
research and development costs as incurred.

General and Administrative
     General and administrative expenses for fiscal 2002 decreased 47% to
$986,558 from $1,857,712 in fiscal 2001. As a percentage of net revenues,
general and administrative expenses increased 5% to 24% for fiscal 2002 from 19%
for fiscal 2001. The increase in general and administrative expenses as a
percentage of net revenues is primarily due to lower net revenues during the
transition period. General and administrative expenses as a percentage of net
revenues for the six months ended June 30, 2002 and 2001, actually decreased
from 26% to 24%. The Company expects to continue its efforts to reduce general
operating costs and non-manufacturing related capital expenditures in the
upcoming quarters for fiscal 2003.

Interest Expense
     Interest expense decreased by $209,626 or 91% from fiscal 2001 to fiscal
2002. In fiscal 2001, the Company incurred higher interest expense from
increased borrowing activities on its line of credit and from the Internal
Revenue Service for fiscal 2000 income taxes payable.

Income Taxes
     The Company reported an income tax provision (benefit) and effective income
tax (benefit) rate of $105,417 and 19.6%, respectively, for fiscal 2002 and
$(233,099) and (18)%, respectively, for fiscal 2001. In general, our effective
income tax (benefit)rate differs from the federal statutory rate of 35% largely
as a function of state income taxes (benefit), change in valuation allowance on
deferred tax assets and other non-deductible expenses.



<PAGE>


<Page>

FISCAL 2001 AS COMPARED TO FISCAL 2000

Net Revenues
     Net revenues of the Company for the fiscal 2001 decreased 68% to $9,766,802
from $30,223,306 for fiscal year ended December 31, 2000 ("fiscal 2000"). Sales
decline in fiscal 2001 was due to a weak U.S. economy and a worldwide softening
in demand for semiconductors, which lead to excess capacity and reduced demand
for semiconductor manufacturing and other computer equipment. Fiscal 2000
revenues were higher due to a demand for capital equipment for the Y2K issue and
B2B business ventures. In comparison to a more normalized growth year, the
Company's revenues for fiscal year ended December 31, 1999 ("fiscal 1999") were
$10,121,025, which was 3.6% higher than revenues posted in fiscal 2001.

Gross Profit
      Gross profit for fiscal 2001 decreased by 82% to $1,415,675 from
$7,932,267. The decrease is due to a decline in net revenues and due to an
increase in the inventory reserve by $438,300 in the fourth quarter of fiscal
2001 from the previous third quarter of $50,000. Gross profit as a percentage of
net revenues decreased from 26% in fiscal 2000 to 15% in fiscal 2001. Gross
profit as a percentage of net revenues, excluding inventory reserves, during the
same periods decreased from 26% to 20%, which is a result of a selling matured
products with lower margins while the Company developed new products and certain
fixed costs being spent over lower revenues.

Sales and Marketing
     Sales and marketing expenses increased 27% to $139,973 in fiscal 2001 from
$110,097 in fiscal 2000 primarily due to an increase in sales staff to diversify
its customer base.

Research and Development
      Research and development expenses increased to $523,083 in fiscal 2001
from $8,785 in fiscal 2000. The increase was primarily due to an increase in
costs associated with developing new products for its semiconductor customers.

General and Administrative
      General and administrative expenses for fiscal 2001 decreased 49% to
$1,857,712 from $3,623,086 in fiscal 2000. As a percentage of net revenues,
general and administrative expenses increased to 19% for fiscal 2001 from 12%
for fiscal 2000. This increase as a percentage of net revenues was primarily due
to lower net revenues, offset by the Company's continuing efforts to reduce
salaries, general operating costs and non-manufacturing related capital
expenditures.

Interest Expense
     Interest expense increased by $138,818 or 152% from fiscal 2000 to fiscal
2001. Due to declining sales and increased research and development investments,
the Company utilized its line of credit to finance its operations.

Income Taxes
     The Company reported an income tax provision (benefit) and effective income
tax (benefit) rate of $1,742,457 and 42.2%, respectively, for fiscal 2000 and
$(233,099) and (18)%, respectively, for fiscal 2001. In general, our effective
income tax (benefit)rate differs from the federal statutory rate of 35% largely
as a function of state income taxes (benefit), change in valuation allowance on
deferred tax assets and other non-deductible expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital was $1,825,110 at June 30, 2002, and $1,351,174 at December
31, 2001, as compared to $2,334,671 at December 31, 2000. Cash and cash
equivalents increased to $482,855 at June 30, 2002, from $30,424 at December 31,
2001. Cash and cash equivalents and certificate of deposit at December 31, 2000
was $2,077,040

     The Company maintains a line of credit agreement with Deutsche Financial
Services. The agreement allows the Company to borrow an amount limited to a
percentage of its borrowing base (eligible accounts receivables), as defined, up
to a maximum of $1,500,000. As of June 30, 2002, and December 31, 2001 and 2000,
the Company's borrowing base was approximately $510,000, $209,000 and $387,000,
respectively. At June 30, 2002, there was approximately $122,000 of available
borrowing capacity under the line of credit and such outstanding borrowings bear
interest at 10.00%. The line is collateralized by accounts receivables,
inventory, property and equipment and is personally guaranteed by a stockholder.

<Page>

     In fiscal 2002, the Company had net cash provided by operating activities
of $292,380 compared to net cash used of $2,233,817 in fiscal 2001 and net cash
provided of $2,944,177 in fiscal 2000. The net increase of $2,526,197 from
fiscal 2001 to fiscal 2002 is related primarily to the Company's net income in
fiscal 2002, decrease in the inventory reserve, income tax refund and a
reduction in accounts payable and other liabilities.

     The Company had net cash provided by investing activities of $1,838 for
fiscal 2002 compared to net cash provided of $631,065 in fiscal 2001 and net
cash used of $1,180,668 in fiscal 2000. The decrease of $629,227 from fiscal
2001 to fiscal 2002 primarily relates to the redemption of the certificate of
deposit and lower equipment purchases in fiscal 2001.

     The Company had net cash provided by financing activities of $158,213 for
fiscal 2002 compared to net cash provided of $167,455 in 2001 and net cash used
of $355,576 in fiscal 2000. The decrease of $9,242 from fiscal 2001 to fiscal
2002 primarily relates to increased line of credit usage offset by other debt
repayments.

     Our liquidity is affected by many factors, some of which are based on the
normal ongoing operations of the business, and others of which relate to the
uncertainties in the custom computer manufacturing industry. There can be no
assurance that the Company will be successful in reducing costs or expanding its
line of credit, or that any credit increase will be on terms favorable to the
Company. There can also be no assurance that the Company's major customers will
continue to purchase from Immecor or fulfill the purchase projections provided
to Immecor. In the event that the Company is unable to expand its line of
credit, obtain other debt or equity financing, execute its cost reduction
program, improve its inventory turnover or generate additional revenues from new
products and/or new customers, the Company's business, financial condition and
results of operations could be materially and adversely affected. As a result,
the Company may not be able to generate sufficient cash from operations,
together with its existing cash balances, to satisfy its liquidity requirements
for the next twelve months.

Risk Factors

      Our operating results have varied widely in the past, and our future
operating results will continue to be subject to quarterly variations based upon
a variety of factors including those listed in this section and throughout this
Annual Report on Form 10-KSB. In addition, future operating results may not
follow any past trends. We believe the factors that make our results fluctuate
and difficult to predict include:
        The cyclical nature of the semiconductor, medical diagnostic and
        entertainment industries; The reduction in the price and profitability
        of our products; Our timing of new product introductions; Our ability to
        develop and implement new technologies; The change in customers'
        schedules for fulfillment of orders; The cancellation of contracts or
        purchase orders by major customers; Competitors with substantially
        greater financial, engineering and manufacturing resources; The shortage
        of qualified workers; and Our ability to manage our manufacturing
        requirements and cost structure.

      As a result of these or other risk factors, we could fail to achieve our
expectations as to future revenues, gross profit, income and cash flows from
operations.

Recent Accounting Pronouncements

     In June 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets, which changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of SFAS No. 142. SFAS No.142 will be
effective for the Company's transition period beginning January 1, 2002. The
Company's adoption of SFAS No.142 had no effect on the Company's results of
operations or financial position.

<Page>

      In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal Of Long-Lived Assets, which establishes one accounting
model to be used for long-lived assets to be disposed of by sale, whether
previously used or newly acquired. SFAS No. 144 also broadens the presentation
of discontinued operations to include more disposal transactions. SFAS No. 144
will be effective for the Company's transition period beginning January 1, 2002.
The Company's adoption of SFAS No. 144 had no effect on the Company's results of
operations or financial position.

ITEM  7.  FINANCIAL STATEMENTS

     The following Financial Statements are filed as part of this report:

Balance Sheets at June 30, 2002 and December 31, 2001 and 2000              F-1

Statements of Operations for the six months ended June 30, 2002
and the years ended December 31, 2001 and 2000                              F-2

Statements of Stockholders' Equity for the six months ended June 30, 2002 and
the years ended December 31, 2001 and 2000 F-3

Statements of Cash Flows for the six months ended June 30, 2002 and the years
ended December 31, 2001 and 2000 F-4

Notes to Financial Statements                                               F-5

Report of Independent Accountants - PricewaterhouseCoopers LLP              F-12

Report of Independent Certified Public Accountants - Grant Thornton, LLP    F-13

ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

      None
                                                                        PART III

ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names of all directors and officers of the
Company and the position held by them:

         Name                               Position

         Heinot H. Hintereder               President & CEO, Director

         Jason C. Lai                       Executive Vice President, Director

         Nhon K. Tran                       Vice President, Chief Operations
                                            Officer, Director

         William L. Lindgren                Chief Financial Officer, Director,
                                            Secretary

         Dr. Rodney Tognetti                Director

<Page>

         Heinot H. Hintereder is cofounder of the Company. Was the Founder and
served as President and CEO of Immecor Corporation of Delaware until its
acquisition by the Company. Served 5 years as Manager of the Financial &
Corporate Support Unit, Fireman's Fund Insurance Companies until retirement in
1992. For 25 years held various other managerial and supervisory positions at
Fireman's Fund. President, Founder, and CEO of Biblionics Corporation, a
software development company. Founder, Partner, and General Manager of W.
Koehler K.G., a German trading company. In all, Mr. Hintereder has 35 years
experience in large business systems design, selection of computer equipment and
system configuration. Mr. Hintereder was educated in Germany and holds the
German equivalent of a Masters degree in Business Administration.

         Jason C. Lai is cofounder of the  Company.  Served as Vice  President
Sales & Marketing of Immecor Corporation of Delaware until its  acquisition by
the Company in 1994.  Before joining the Company Mr. Lai served 3 years as
Sales and Marketing  Executive for Comrex  Systemation from 1991 to 1993.
Before 1991 Mr. Lai was an independent distributor for Apple computers.
Mr. Lai has 10 years experience in the computer business.

         Nhon K. Tran is a major investor in the Company. Before joining the
Company in July of 1995 as Vice President, Chief Technical Officer, Mr.Tran
served 10 years with Parker Hannifin Corporation in the field of computer driven
robotic motion control products, five years of which he served as Associate
Engineer for new product development.

         William L. Lindgren is Chief Financial Officer since May of 2000.
Mr. Lindgren has 15 years experience in cash management, commercial lending,
securities sales and insurance planning.  Before joining the Company, Mr.
Lindgren served as regional executive with the business  banking  division
for Bay View Bank. Mr. Lindgren holds an AA degree in Accounting and a BS degree
in Business Management.

         Dr. Rodney Tognetti is a member of the Company's Board of Directors.
Mr. Tognetti is a retired educator, local industrial property owner and investor
in emerging companies. He is a member of the Board of Directors of Trancas
Associates.

      Directors of the Company hold their offices until the next annual meeting
of the Company's stockholders and until their successors have been duly elected
and qualified or their earlier resignation, removal from office or death.

     Officers of the Company serve at the pleasure of the Board of Directors and
until the first meeting of the Board following the next annual meeting of the
Company's stockholders and until their successors have been chosen and
qualified.

ITEM     10.      EXECUTIVE COMPENSATION

     The Company's Summary Compensation Table is set forth below. As in previous
years, the Company had no Option/SAR Grants, Aggregated Option/SAR Grants
Exercises or Fiscal Year End Option/SAR's for the transition period ended June
30, 2002 and for the years ended December 31, 2000 and 2001, nor were there any
long-term incentive plan awards, or stock options or stock appreciation rights.
The Company's compensation to non-employee directors consists of a fee of $250
per meeting of the Board of Directors.

                 SUMMARY COMPENSATION TABLE

<Table>
<Caption>
<S>                      <C>      <C>           <C>             <C>
Name and
Principal Position        Fiscal  Compensation   Compensation   All other
                          Period  Paid           Deferred (1)   Compensation

Heinot H. Hintereder      2000    $  184,000    $ 385,996       $   8,450
President &               2001    $  192,319    $  37,306       $  24,417
Chief Executive Officer   2002    $   99,742    $   9,999            None

Jason C. Lai              2000    $  184,000    $ 387,467       $   8,450
Executive Vice President  2001    $  186,691         None       $  24,417
                          2002    $   89,999    $  10,000            None

Nhon K. Tran              2000    $  199,000    $ 387,467       $   8,450
Vice President &          2001    $  136,744    $  50,000       $  24,417
Chief Technical Officer   2002    $   89,999    $  26,666            None

William L. Lindgren       2000    $   85,992    $   5,782       $   3,000
Chief Financial Officer   2001    $   98,830         None            None
                          2002    $   52,500         None            None
</Table>

Note 1: All deferred compensation was accrued in the financial statements as of
June 30, 2002.

<Page>

EMPLOYMENT AGREEMENTS

     A three-year employment agreement between the Company and Heinot H.
Hintereder, the Company's President and Chief Executive Officer, Jason C. Lai,
the Company's Executive Vice President, and Nhon K. Tran, the Company's Chief
Technical Officer, expired during the transition period. A new three-year
employment agreement between the Company and its top executives is currently
being reviewed by the Board of Directors.

     The Company maintains key-man life insurance policies in the amounts of
$2 million each on Jason C. Lai and Nhon K. Tran.

     Between January 2002 to June 2002, the Company entered into employment
agreements with 1) Bill Pillchick ("Pillchick"), a Sales Representative; 2)
Alfonso Reyes ("Reyes"), a Sales Representative; and 3) Lyn Leavitt ("Leavitt"),
a Sales Representative. Between November, 2001 to December 2001, the Company
entered into employment agreements with 4) Travis Williams ("Williams"), a Sales
Representative; 5) Brian Hou ("Hou"), a Sales Representative; and 6) Trent
Pierson ("Pierson"), a Sales Representative. These agreements are for a one-year
term. The Company may terminate agreements with these employees for cause at any
time and these employees may terminate the agreement at any time by giving
written notice to the Company. For a period of one year after its expiration or
its termination by the Company for cause, the agreements prohibit these
employees from selling any products then being marketed by the Company to its
customer base or release any trade information. This provision may not be
enforceable in whole or in part, subject to California court determination.

INDEMNIFICATION AGREEMENTS

     The Company has entered into or will enter into an indemnification
agreement with its directors and executive officers. Each indemnification
agreement provides or will provide that the Company will indemnify such person
against certain liabilities (including settlements) and legal action, proceeding
or investigation (other than actions brought by or in the name of the Company)
to which he or she is, or is threatened to be, made a party by reason of his or
her status as a director, officer or agent of the Company, provided that such
director, executive officer or agent acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal proceedings, had no reasonable cause
to believe his or her conduct was unlawful. With respect to any action brought
by or in the right of the Company, a director, executive officer or agent will
also be indemnified, to the extent not prohibited by applicable law, against
expenses and amounts paid in settlement, and certain liabilities if so
determined by a court of competent jurisdiction, actually and reasonably
incurred by him or her in connection with such action if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the Company. Insofar as indemnification for liabilities
arising under the federal securities laws may be permitted, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.

ITEM  11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of June 30, 2002, the number of shares of
Common Stock owned of record or beneficially owned by each of the Company's
officers, directors, and stockholders owning at least 5% of the Company's issued
and outstanding shares of Common Stock, by all of the Company's officers and
directors as a group, and the percentage of the total outstanding shares
represented by such shares.

<Page>

<Table>
<Caption>
<S>                             <C>                       <C>
Name and Address                Shares Beneficially       Approximate
Beneficial Owner                Owned                     Percent of Class

Jason C. Lai                    977,500                   16.8
5625 Mireille Drive
San Jose, CA 95118

Heinot H. Hintereder            2,539,600                 43.7
131 Keppel Way
Cotati, CA 94931

Nhon K. Tran                    1,090,000                 18.8
7235 Cadiz Court
Rohnert Park, CA 94928

Dr. Rodney Tognetti             145,500                    2.5
4132 Susan Lane
Penngrove, CA 94951

All officers and directors
as a group                      4,752,600                 81.8

</Table>

COMPLIANCE WITH SECTION 16 (A) OF THE 1934 ACT

     Section 16 (a) of the 1934 Act requires the Company's executive officers,
directors and holders of more than 10% of the Company's Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Such persons are required to furnish the Company with copies of all
Section 16 (a) forms they file.

     Based solely on oral or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Company believes
that, with respect to fiscal 2002, its executive officers, directors and greater
than 10% beneficial owners complied with all such filing requirements.

ITEM  12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since its inception, from time to time, certain executive officers,
directors and shareholders have provided short-term funds to the Company and
deferred a portion of their salaries in order to finance medium to large
purchases of computer components. Such advances from the officer shareholders
have been disclosed in the financial statements.

ITEM  13.  EXHIBITS AND REPORTS ON FORM 8-K

A.  All schedules have been omitted, as the information is inapplicable or the
    information is presented in the financial statements or Notes thereto.

B.  None.





<PAGE>


<Page>

                            SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act and Certification
Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

I, Heinot H. Hintereder, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Immecor Corporation;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;


Date: January 08, 2003


By:   /s/ Heinot H. Hintereder
------------------------------
Heinot H. Hintereder
Chief Executive Officer



                             SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act and Certification
Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

I, William L. Lindgren, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Immecor Corporation;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;


Date: January 08, 2003

By:  /s/ William L. Lindgren
----------------------------
William L. Lindgren
Chief Financial Officer

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

SIGNATURES                                                    DATE

/s/ Heinot H. Hintereder, Director                      January 08, 2003

/s/ Jason C. Lai, Director                              January 08, 2003

/s/ Nhon K. Tran, Director                              January 08, 2003

/s/ William L. Lindgren, Director                       January 08, 2003

/s/  Dr. Rodney Tognetti, Director                      January 08, 2003




<PAGE>


<Page>

                               Immecor Corporation
                                 Balance Sheets

<Table>
<Caption>
<S>                                                <C>                 <C>                <C>
                                        ASSETS          June 30,                December 31,
                                                         2002             2001             2002

Assets
  Cash and cash equivalents                        $    482,855         $      30,424      $   1,465,721
  Certificate of deposit                                      -                     -            611,319
  Accounts receivables, net of allowance for
doubtful amounts of $22,000, $22,000, and $22,000       740,887               430,624          2,891,113
  Inventories, net of inventory reserve of $288,914,
$488,300 and $0                                       1,676,993             1,833,132          2,785,692
Note receivable - current                                26,448                48,127             90,300
Prepaid expenses                                         41,976                27,101            163,858
Income taxes recoverable                                      -               380,297                  -
Deferred income taxes                                         -                     -            167,200

  Total current assets                                2,969,159             2,749,705          8,175,203

  Property and equipment, net                           358,665               404,613            443,045
  Notes receivable                                       55,191                50,369            108,607

Total assets                                          3,383,015             3,204,687          8,726,855

                Liablities and Stockholders Equity
Current liabilities
  Line of credit                                        388,627               179,478                  -
  Notes payable - current                                34,250                85,186             97,209
  Accounts payable                                      368,146               911,666          2,848,247
  Accrued bonuses                                       113,244               166,073          1,152,280
  Accrued liabilities                                   199,258                56,128             32,341
  Income taxes payable                                   40,524                     -          1,710,455

  Total current liabilities                           1,144,049             1,398,531          5,840,532

  Deferred income taxes                                       -                     -             19,800

  Total liabilities                                   1,144,049             1,398,531          5,860,332

Commitments (Note 7).

Stockholders equity:
  Common stock, no par value, 50,000,000 shares
  authorized: 5,806,128 shares issued and outstanding   288,855               288,855            288,855
  Retained Earnings                                   1,950,111             1,517,301          2,577,668

  Total stockholder's equity                          2,238,966             1,806,156          2,866,523

  Total liabilities and stockholder's equity          3,383,015             3,204,687          8,726,855

</Table>

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


<PAGE>


                        Immecor Coporation
                      Statement of Operations
<Table>
<Caption>
<S>                                             <C>                                 <C>                <C>
                                                For the Six                           For the Years Ended
                                                Months Ended                             December 31,
                                                June 30, 2002                         2001               2002

Net Sales                                       $     4,069,915                      $  9,766,802      $   30,223,306
Cost of Sales                                         2,234,639                         8,351,127          22,291,039

  Gross Profits                                       1,835,276                         1,415,675           7,932,267

Operating expenses:
  Sales and marketing                                   130,882                           139,973             110,097
  Research and development                              182,452                           523,083               8,785
  General and administrative                            986,558                         1,857,712           3,623,086

  Operating income (loss)                               535,384                        (1,105,093)          4,190,299

Other income (expense):
  Other income                                           17,505                            13,494               2,880
  Interest income                                         6,118                            28,539              23,073
  Interest expense                                      (20,780)                         (230,406)            (91,588)

  Income (loss) before income taxes                     538,227                        (1,293,466)          4,424,664

Income taxes provision (benefit)                        105,417                          (233,099)          1,742,457

  Net income (loss)                                     432,810                        (1,060,367)          2,382,207

Net income (loss) per share - basic and diluted            0.07                             (0.18)               0.41

Weighted average shares outstanding - basic and diluted
                                                      5,806,128                          5,806,128           5,806,128

</Table>

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



<PAGE>


<Page>
                        Immecor Corporation
                Statement of Stockholders Equity

<Table>
<Caption>
<S>                             <C>                  <C>             <C>                  <C>
Balance, December 31, 2000      5,806,128                 288,855      2,577,668             2,866,523

Net loss                                -                       -     (1,060,367)           (1,060,367)

Balance, December 31, 2001      5,806,128                 288,855      1,517,301             1,806,156

Net income                              -                       -        432,810               432,810

Balance, June 30, 2002          5,806,128                 288,855      1,950,111              2,238,966

</Table>


<Page>
                        Immecor Corporation
                     Statements of Cash Flows

<Table>
<Caption>
<S>                                             <C>                             <C>             <C>

                                                For the Six                     For the Years Ended
                                               Months Ended                             December 31,
                                                June 30, 2002                   2001            2002

Cash flows from operating activities:

  Net income (loss)                             $    432,810                $   (1,060,367)     $    2,382,207
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
  Depreciation and amortization                       60,967                       119,097              52,998
  Deferred income taxes                                    -                       147,400            (150,255)
  Reserve for inventories                           (199,386)                      488,300                   -
Cash effect of changes in operating assets and liablities:
  Accounts receivable                               (310,263)                    2,460,489          (1,901,141)
  Income taxes recoverable                           380,297                      (380,297)                  -
  Inventories                                        355,525                       464,260          (1,626,054)
  Prepaid expenses                                   (14,875)                      136,757            (104,382)
  Accounts payable                                  (543,520)                   (1,936,581)          1,467,553
  Accrued bonuses and liabilities                     90,301                      (962,420)          1,112,796
  Income taxes payable                                40,524                    (1,710,455)          1,710,455

Net cash provided by (used in) operating
activities                                           292,380                     2,233,817           2,944,177

Cash flows from investing:
  Purchase of certificate of deposit                       -                             -            (611,319)
  Redemption of certificate of deposit                     -                       611,319                   -
  Acquisition of property and equipment               (15,019)                     (80,666)           (370,442)
  Issuance of notes receivable                           (987)                      (8,000)           (198,907)
  Proceeds from notes receivable                       17,844                      108,412                   -

Net cash provided by (used in) investing activities     1,838                      631,065          (1,180,668)

Cash flows from financing activities:
  Proceeds from (repayments on) line of credit, net   209,149                      179,478            (350,890)
  Proceeds from note payable                                -                       50,000                   -
  Repayments on notes payable                         (50,936)                     (62,023)             (4,686)

Net cash provided by (used in) financing activities   158,213                      167,455            (355,576)

Net increase (decrease) in cash and cash equivalents  452,431                   (1,435,297)          1,407,933

Cash and cash equivalents - begining of period         30,424                    1,465,721              57,788

Cash and cash equivalents - end of period             482,855                       30,424           1,465,721

Supplemental disclosure of cash flow information: Cash paid during the period
  for:
        Interest                                       20,779                      230,406              91,558
        Income taxes                                   45,500                    1,710,455             225,800

</Table>




<PAGE>


<Page>
                         IMMECOR CORPORATION
                    NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
     The Company designs, assembles and markets high-performance computer
systems and components used for real-time and video-on-demand yield management
and process monitoring in the semiconductor industry. The Company's computer
systems are utilized in imaging-based semiconductor patterned wafer inspection,
reticle inspection, and in the measurement of overlay, registration and line
width. The necessary components are purchased from domestic and foreign
manufacturers and distributors. The Company operates exclusively in the
customized computer system segment. The Company markets its finished products
through its own sales force, primarily in the United States of America.

Change in fiscal year
     The Company changed its fiscal year end from December 31 to June 30,
effective July 1, 2002. Accordingly, the Company is presenting financial
statements and accompanying notes for the transition period from January 1, 2002
through June 30, 2002 ("fiscal 2002").

Liquidity
     The Company finances its operations primarily with cash flows generated
from operations and borrowings under its bank line of credit. The Company's
current liquidity requirements relate primarily to inventory procurement,
facilities cost, payroll, research and development and other fixed operating
expenses. For the year ended December 31, 2001, the Company experienced
declining sales and incurred net losses and operating cash outflow. During the
six months ended June 30, 2002, the Company improved its gross profit margin,
decreased its operating costs and reported net income. The Company's financial
condition is affected by many factors, some of which are based on the normal
ongoing operations of the business, and others of which relate to the
uncertainties in the semiconductor equipment industry. In addition, the loss of
the Company's major customer (Major Customer) could result in significant
liquidity risk.

     The Company's management has initiated an aggressive cost-reduction program
during fiscal 2002. Additionally, the Company also placed controls for new
inventory purchases as management plans to aggressively market, and in some
instances discount, select products to improve turnover. The Company also
believes that, based on revised forecasts from the Major Customer, it will be
able to sell its newly developed products at higher gross margins beginning
sometime in the second or third quarter of fiscal 2003. Therefore, the Company
believes that based on expected cash flow to be generated from operations,
together with its existing cash balances, sufficient resources will be available
to maintain its planned level of operations.

     There can be no assurance, however, that the Company will continue to be
successful in further reducing costs or expanding its line of credit, or that
any credit increase will be on terms favorable to the Company. There can also be
no assurance that the Company's major customers will continue to purchase from
the Company or fulfill the purchase projections provided to the Company. In the
event that the Company is unable to expand its line of credit, obtain other debt
or equity financing, execute its cost reduction program, improve its inventory
turnover or generate additional revenues from new products and/or new customers,
the Company's business, financial condition and results of operations could be
materially and adversely affected.

Use of estimates
     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

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

<Page>

Certain risks and concentrations
     Financial instruments that potentially subject the Company to concentration
risk are primarily cash and accounts receivable. At times, cash deposits may be
in excess of Federal Deposit Insurance Corporation limits. The Company performs
ongoing credit evaluations of its customers' financial condition and generally
requires no collateral. The Company maintains allowances for potential credit
losses on customer accounts receivable, when deemed necessary, and such losses
have been within management's expectations.

     The Company's products include components that are subject to rapid
technological change. Significant technological change could adversely affect
the Company's operating results and subject the Company to returns of product
and inventory losses. While the Company has ongoing programs to minimize the
adverse effect of such changes and consider technological change in estimating
its allowances, such estimates could change in the future.

Inventories
     Inventories are stated at the lower of cost or market with cost determined
on the first-in, first-out method. The Company reviews the levels of its
inventories in light of current and forecasted demands to identify and provide
reserves for obsolete, slow-moving and non-saleable inventory. For the six
months ended June 30, 2002, the Company reduced its inventory reserve by
approximately $200,000. During the years ended December 31, 2001 and 2000, the
Company recorded valuation adjustments of approximately $488,000 and $0,
respectively, in cost of sales on the accompanying statements of operations to
reduce inventoried costs to net realizable value.

Property and equipment
     Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, generally three to ten years. Amortization
of leasehold improvements is also computed using the straight-line basis method
over the shorter of the lease term or the estimated useful lives of the
improvements. Expenditures for repairs and maintenance are charged to expense as
incurred. Upon disposition, the cost and related accumulated depreciation are
removed from the accounts and the resulting gain or loss, if any, is recognized
in the statement of operations.

     Long-lived assets to be held and used in operations are reviewed for
impairment whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company believes that no impairment
exists for long-lived assets at June 30, 2002.

Revenue recognition
     Revenue is recognized when products are shipped and title passes to the
customer, and is recorded net of returns, discounts and allowances.

Income taxes
     The Company uses the liability method in accounting for income taxes.
Deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. A valuation allowance is established to reduce deferred tax assets if
it is more likely than not that some or all of a deferred tax asset may not to
be realized. Income tax benefit (provision) is comprised of the taxes receivable
(payable) for the period and the net change during the period in deferred tax
assets and liabilities.

Research and development
     Research and development costs are expensed when incurred.

Advertising costs
     The Company expenses costs of advertising as incurred, which were
approximately $1,200, $2,000 and $19,000 for the six months ended June 30, 2002
and for years ended December 31, 2001 and 2000, respectively.

Basic and diluted net loss per share
     Basic earnings per share are computed using the weighted average number of
common shares outstanding during the period. The Company has no potentially
dilutive securities.

<Page>

Fair value of financial instruments
     The fair value of cash and cash equivalents, line of credit and notes
payable approximates carrying value due to the short-term nature of such
instruments. The fair value of long-term notes receivable approximates carrying
value based on terms available for similar instruments. The Company does not
hold any derivative financial instruments.

Recent accounting pronouncements
     In June 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No.142, Goodwill and Other Intangible Assets, which changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of SFAS No.142. SFAS No.142 is effective
for the Company's transition period beginning January 1, 2002. The Company's
adoption of SFAS No.142 had no effect on the Company's results of operations or
financial position.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal Of Long-Lived Assets, which establishes one accounting model to be
used for long-lived assets to be disposed of by sale, whether previously used or
newly acquired. SFAS No. 144 is effective for the Company's transition period
beginning January 1, 2002. The Company's adoption of SFAS No. 144 had no effect
on the Company's results of operations or financial position.

Reclassifications
     Certain prior year amounts have been reclassified to conform to the 2002
presentation with no effect on net income or retained earnings as previously
reported.

NOTE 2 INVENTORIES

     Inventories consist of the following as of June 30, 2002, and December 31,
2001 and 2000:
                                  2002            2001            2000

Component parts              $   1,727,459    $   2,103,109    $   1,894,270
Finished systems                   238,448          218,323          891,422
Less inventory reserve            (288,914)        (488,300)               -

Total                            1,676,993        1,833,132        2,785,692

NOTE 3 PROPERTY AND EQUIPMENT

     Property and equipment consist of the following as of June 30, 2002, and
December 31, 2001 and 2000:

                                 2002           2001            2000

Equipment and furniture      $   382,784    $   374,743     $   325,136
Vehicles                         209,889        209,889         209,889
Leasehold improvements            60,903         53,925          30,067
                                 653,576        638,557         565,092

Less accumulated depreciation
and amortization                (294,911)      (233,944)       (122,047)

Total                        $   358,665    $   404,613     $   443,045

<Page>

NOTE 4 NOTES RECEIVABLE

     Notes receivable consist of the following as of June 30, 2002 and December
31, 2001 and 2000:

<Table>
<Caption>
<S>                                                   <C>           <C>            <C>
                                                          2002          2001            2000
Notes receivable, no collateral
with interest ranging from 11.5% to 12.5%
maturing through January 2006                         $    55,618   $    69,955     $    13,375

Notes receivable from employees, no collateral
and non-interest bearing, due on demand                    26,021        28,541         185,532

Total                                                      81,639        98,496         198,907
Less current portion                                       26,448        48,127          90,300

Total                                                 $    55,191   $    50,369     $   108,607

</Table>

NOTE 5 - LINE OF CREDIT

     The Company has a $1,500,000 line of credit with Deutsche Financial
Services at an interest rate of 10% as of June 30, 2002 and is collateralized by
the Company's accounts receivable, inventory and property and equipment. The
available balance under the line of credit is subject to certain borrowing base
limitations related to the Company's eligible accounts receivable balances. At
June 30, 2002, there was approximately $122,000 of available borrowing capacity
on the line of credit. Under the line of credit agreement, the Company must
comply with certain financial covenants, including a maximum debt to equity
ratio. The line of credit is also personally guaranteed by one of the Company's
stockholders.

NOTE 6 - NOTES PAYABLE

     Notes payable consists of the following as of June 30, 2002, and December
31, 2001 and 2000:

<Table>
<Caption>
<S>                                        <C>               <C>                 <C>
                                                2002                2001            2000
Note payable, collateralized by vehicle
with interest at 10.5%, repaid in
September 2001                             $         -        $          -       $     3,820

Note payable, no collateral and
non-interest bearing, due on
demand                                          34,250              35,186            93,389

Note payable to stockholder employee,
no collateral and non-interest
bearing repaid in March 2002                         -              50,000                 -

Total                                      $    34,250        $     85,186       $    97,209
</Table>


<PAGE>



<Page>

NOTE 7 - COMMITMENTS

     The Company leases its headquarters in Santa Rosa, California, and its
facilities in Santa Clara, California, under non-cancelable operating lease
agreements, which expire in January 2006 and April 2005, respectively. The
Company is also obligated to pay its pro-rata share of utilities for these
facilities. Rent expense was approximately $248,000 and $155,000 for the years
ended December 31, 2001 and 2000, respectively. Rent expense was approximately
$153,000 for the six months ended June 30, 2002.

     Minimum future rental payments under the operating lease agreements as of
June 30, 2002, are approximately as follows:

For the year ending
        June 30,
        2003                                            $   308,000
        2004                                                313,000
        2005                                                319,000
        2006                                                226,000
        Thereafter                                                -
Total                                                   $ 1,166,000

NOTE 8 - SALES TO MAJOR CUSTOMERS

     A substantial portion of the Company's business is dependent upon sales to
the Major Customer in one industry, the loss of which would have a material
adverse effect on the Company's financial position and results of operations.
The Major Customer accounted for approximately 83%, 92% and 85% of total sales
for the six months ended June 30, 2002, and for the years ended December 31,
2001 and 2000, respectively. The Major Customer also comprised approximately
88%, 87% and 80% of total accounts receivable as of June 30, 2002, December 31,
2001 and 2000, respectively. The Company is actively attempting to expand its
customer base to lessen the effect of this concentration risk by recruiting and
training new sales staff to increase sales in other markets and to add new
customers.

NOTE 9 - INCOME TAXES

     The provision (benefit) for income taxes consists of the following for the
six months ended June 30, 2002, and for the years ended December 31, 2001 and
2000:

                                  2002            2001            2000
Current:
        Federal              $   82,319      $   (381,299)   $   1,511,212
        State                    23,098               800          381,500
        Total                   105,417          (380,499)       1,892,712

Deferred:
        Federal              $        -      $    149,000    $    (121,635)
        State                         -            (1,600)         (28,620)
        Total                         -           147,400         (150,255)
Total                        $  105,417      $   (233,099)   $   1,742,457



<PAGE>



<Page>

     A reconciliation of the statutory federal income tax rate with the
Company's effective tax rate for the six months ended June 30, 2002, and for the
years ended December 31, 2001 and 2000, is approximately as follows:

<Table>
<Caption>
<S>                                             <C>                 <C>             <C>
                                                        2002               2001            2003
Federal statutory rate
State income taxes, net of federal benefit               34.0%             (34.0)%          34.0%
Nondeductible expenses                                    4.2                  -             5.9
Valuation allowance                                       0.3                3.8             0.3
Adjustment to estimated income tax accrual               (19.0)             13.8               -
Other, net                                                 0.1              (1.6)              -

Total                                                     19.6%            (18.0)%          42.2%

</Table>

     Significant components of the Company's deferred income taxes assets
(liabilities) consist approximately of the following at June 30, 2002 and
December 31, 2001 and 2000:

<Table>
<Caption>
<S>                                    <C>                 <C>             <C>
                                              2002               2001            2003

Depreciation and amortization          $    (24,000)       $    (14,700)   $    (19,800)
Bad debts reserves                            8,500               8,500           9,425
Inventory reserves                          121,300             206,300               -
Warranty reserve                             (3,900)             21,100               -
Other accrued expenses                       (2,500)                  -               -
State net operating loss carryforwards       32,500              25,000          157,775
Total                                       131,900             246,200          147,400
        Less valuation allowance           (131,900)           (246,200)               -
Total                                  $          -        $          -    $     147,400

</Table>

     Realization of the deferred tax assets is dependent on generating
sufficient taxable income prior to the expiration of the loss carry forwards. A
full valuation allowance has been established for the deferred tax assets
because of the uncertainty that such deferred tax assets will be realized. For
the six months ended June 30, 2002, the valuation allowance decreased by
approximately $114,300. The change in the valuation allowance was a net increase
of approximately $233,000 and $0 for the years ended December 31, 2001 and 2000,
respectively. At June 30, 2002, net operating loss (NOL) carry forwards were
approximately $360,000 for state tax purposes and expire in 2013. The amount of
the deferred tax assets considered realizable, however, could change in the near
term if future taxable income during the carry forward period varies from
management's estimates.

NOTE 10 - DEFINED CONTRIBUTION PLAN

     The Company adopted a 401k Plan in January 2001 covering all eligible
employees after 90 days pf employment with the Company. Eligible employees may
contribute up to 15% of their compensation to the 401k Plan, subject to
statutory limitations. The Company's Board of Directors may contribute a
discretionary amount up to 6% of the employee's eligible compensation. The
Company did not make any contributions for the six months ended June 30, 2002,
and for the year ended December 31, 2001.


<PAGE>


<Page>

NOTE 11 - TRANSITION PERIOD COMPARATIVE DATA

     The following table presents certain financial information for the six
months ended June 30, 2002 and 2001, respectively:

<Table>
<Caption>
<S>                                                <C>                   <C>
                                                                June 30,
                                                        2002                    2001
Revenues                                           $   4,069,915          $   5,246,065

Gross Profit                                           1,835,276                998,600

Income (loss) before income taxes                        538,227               (614,045)

Income tax epense (benefit)                              105,417               (240,323)

Net income (loss)                                        432,810               (373,722)

Earnings (loss) per share - basic and diluted               0.07                  (0.06)

Weighted average common shares outstanding              5,806,128             5,806,128

</Table>


<PAGE>



<Page>

Report of Independent Accountants


To the Board of Directors and Stockholders
Immecor Corporation:


In our opinion, the accompanying balance sheets and the related statements of
operations, of stockholders equity and of cash flows present fairly, in all
material respects, the financial position of Immecor Corporation at June 30,
2002 and December 31, 2001, and the results of its operations and its cash flows
for the six months ended June 30, 2002 and for the year ended December 31, 2001,
in conformity with accounting principles generally accepted in the United States
of America. 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 of these statements in
accordance with auditing standards generally accepted in the United States of
America, which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. The financial statements of
the Company at December 31, 2000, and for the year then ended were audited by
other independent accountants whose report dated March 9, 2001, expressed an
unqualified opinion on those statements.


/s/ PricewaterhouseCoopers LLP



San Francisco, California
December 16, 2002




<PAGE>



<Page>
                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Shareholders
Immecor Corporation


We have audited the accompanying balance sheet of Immecor Corporation (a
California corporation) as of December 31, 2000, and the related statements of
operations, shareholders' equity and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit 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 Immecor Corporation as of
December 31, 2000, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.


/s/ Grant Thornton, LLP


San Francisco, California
March 9, 2001