UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
             For the Transition Period from __________ to: _________

                        Commission File Number: 333-06966

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


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

     100-105 Professional Center Drive, Rohnert Park, California 94928-2137
                    (Address of principal executive offices)

                                 (707) 585-3036
                           (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 fiscal year: $ 10,121,025.

         The aggregate  market value of the issuer's  Common Stock,  without par
value,  held by  non-affiliates  as of December 31, 1999, was $ 1,761,774.  This
amount  is based  upon the  offering  price of $ 5.25 per share  since  there is
currently no public market for the  Company's  Common Stock as described in PART
II, ITEM 5.

         As of December 31, 1999,  there were  1,935,376  shares of the issuer's
Common Stock, without par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Certain  portions of Filer's Proxy  Statement  dated  September 1, 1999
Pursuant  to  Section  14  (A) of  the  Securities  Exchange  Act  of  1934  are
incorporated by reference in Part III hereof.

<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")  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  statement  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.  Factors that
may affect the Company's results include,  but are not limited to, the Company's
limited  history  of  profitability,  its  dependence  on a  limited  number  of
customers and key personnel,  its possible need for additional financing and its
dependence  on certain  industries.  The Company is also  subject to other risks
detailed herein or detailed from time to time in the Company's  filings with the
Securities and Exchange Commission.

PART I

ITEM 1.           DESCRIPTION OF BUSINESS
         The Company designs,  assembles and supplies  high-performance computer
systems,   software   integration,   and   services   for  the   real-time   and
video-on-demand  requirements of yield management and process monitoring systems
for 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 markets the finished  products  through its own sales
force primarily in the United States.

         The Company was  incorporated in the State of California on January 14,
1994.

EMPLOYEES
         As of December 31, 1999,  the Company had seventeen (17) full time and
three (3) part time  employees.  The Company hires part time employees for
nontechnical jobs.
<PAGE>
ITEM      2.      DESCRIPTION OF PROPERTY
         The   Company's   corporate   headquarters   are   located  at  100~105
Professional  Center Drive,  Western  Business Park,  Rohnert Park,  California,
94928,  where the Company  maintains 10,000 square feet of office,  showroom and
assembly space.

         The Company  maintains  an  additional  4,500 square feet of office and
system  integration  space at 1600  Wyatt  Drive,  Suites  11-12,  Santa  Clara,
California 95054

         The Company's  Rohnert Park telephone  number is (707) 585-3036 and the
facsimile  number is (707) 585-6838.  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
         The  Company  filed a  lawsuit  against  three  shareholders  who  were
formerly  officers  and  directors  of the  Company  seeking  rescission  of the
issuance  of  500,000  shares of common  stock in the  acquisition  of  Advanced
Network  Communications,  Inc., in 1994. The  litigation  was settled  effective
August 31, 1999,  resulting  in the return of 500,000  shares of common stock to
the Treasury of the Company, reducing the number of outstanding shares of Common
Stock from 2,435,376 to 1,935,376.

ITEM     4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
         On October 13, 1999, the Company held a special meeting of stockholders
to vote on the election of five directors, the approval of a three for one split
of the  outstanding  shares of common stock of the Company,  and the approval of
the 2000 Employee Incentive and Non-qualified Stock Option Plan.The Board of
Directors set a distribution date of May 1, 2000

         Of the 1,935,376  shares of the Company's Common Stock entitled to vote
at the meeting, a majority  constituting a quorum were present in person or were
represented by proxy at the meeting. The results of the voting were as follows:

Election of Nominated Directors
For:                                            Against:
1,222,776 Shares                                712,600 Shares

Three for One Split of Common Stock Outstanding
For:                                            Against:
1,933,376 Shares                                2,000 Shares

2000 Employee Non-Qualified Stock Option Plan
For:                                            Against:
1,222,776 Shares                                712,600 Shares

                                     PART II

ITEM     5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         The Company's  initial direct public offering filed with the Securities
and  Exchange  Commission  on Form SB-2 became  effective  on November 18, 1997.
California  approved the filing effective December 19, 1997. The price per share
of common  stock was set at $5.25 per share and the  Company  set aside  750,000
shares to be sold. There was no minimum number of shares that had to be sold.

         The Company sold 14,376 shares raising $75,474. However such amount was
offset by $107,119 of costs  related to the  offering.  The  offering was closed
November 17, 1998. The securities were sold directly to the public. There are no
broker/dealer  agreements in effect regarding this offering.  There is currently
no public market for the Company's Common Stock and there is no assurance that a
public market will develop.

         The stock transfer  agent and registrar for the Company's  common stock
is U.S. Stock Transfer  Corporation  located at 1745 Gardena  Avenue,  Glendale,
California 91204-2991.

         The Company  plans a secondary  offering of its common stock during the
remainder of 2000 and expects to list its common  stock on various  exchanges as
soon as it can meet the  numerical  requirements  imposed  upon new  listings by
these stock exchanges.

<PAGE>
HOLDERS
         As of December 31, 1999 there were  approximately  91 holders of record
of the Common Stock.

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.

ITEM     6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         The following  discussion  and analysis  should be read in  conjunction
with the Company's  financial  statements and the notes thereto included in Part
II, item 7 of this report.

RESULTS OF OPERATIONS
FISCAL 1999 AS COMPARED TO FISCAL 1998

         Net sales  increased by $5,569,432  or 122% from  $4,551,593 in 1998 to
$10,121,025  in 1999.  Sales  to  corporate  customers  for  high-end  specialty
computers have continued to increase steadily since the Company has been able to
meet strict shipping  deadlines and to maintain high quality control  standards.
Nevertheless,  the loss of any one major customer would have a material  adverse
effect on the Company's financial position and results of operation.

         Gross  profit  decreased,  as a  percentage  of net sales,  from 22% in
1998 to 16% in 1999  primarily  because  of  increased hardware costs associated
with entering new markets that require lower profit margins.

         Selling,  general and  administrative  expenses  increased  $622,540 or
68%, from $916,660 in 1998 to $1,622,394 in 1999.  The increase is due to higher
payroll costs and other expenses associated with an increase in operations.

LIQUIDITY AND CAPITAL RESOURCES

STATEMENTS OF CASH FLOWS

         The Company had net cash used in operating  activities of $(425,406) in
1999 compared to net cash provided of $78,212 in 1998. The net decrease  relates
primarily to the changes in operating assets and  liabilities.  The cash used by
investing activities was $70,498 in 1999 compared with $47,596 in 1998.

         Net cash provided by financing  activities  was $346,652 in 1999
compared to $12,299 in 1998.  The increase was primarily due to proceeds from
notes payable.

LINE OF CREDIT

         The Company's line of credit with  WestAmerica  Bank currently  permits
borrowing of up to 80% of eligible accounts  receivable to a maximum of $500,000
and is secured by a security interest in all accounts receivable,  inventory and
equipment.  The line of credit is also  personally  guaranteed  by the Company's
major  shareholder.  Interest is 3.5% over prime rate  (11.75% at  December  31,
1999) with a maturity date of April 30, 2000.  The line of credit had a $350,890
balance as of December 31, 1999.  Currently the Company is  negotiating a larger
credit  facility with Deutsche  Financial for $1.5 million.  The new credit line
should be completed by February 15, 2000.

YEAR 2000 COMPLIANCE

         During 1999, the Company successfully completed effeorts to ensure that
its internal  operating  systems,  as well as those of its major  customers  and
suppliers,  were fully capable of processing  so-called Year 2000  transactions.
The primary cost of the project was the reallocation of internal resources,  and
therefore did not represent  incremental  expense to the Company.  The estimated
value of internal  resources  allocated to Year 2000 compliance  efforts in 1999
was approximately $60 thousand.

         The Company did not experience any failures of its computerized systems
resulting from Year 2000 issues, nor does it have any information that indicates
any of its vendors may be unable to sell goods or services to the Company.

<PAGE>

ITEM  7.       FINANCIAL STATEMENTS

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

    Independent Auditor's Report                                             F-1

    Balance Sheets - December 31, 1998 and 1999                              F-2

    Statements of Operations for the years ended December 31, 1998 and 1999  F-3
    Statements of  Shareholder  Equity for the years ended December 31,1998
    and 1999                                                                 F-4
    Statements of Cash Flows for the years ended December 31, 1998 and 1999  F-5
    Notes to Financial Statements                                            F-6

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                               Age      Position

  Heinot H. Hintereder               69       President & CEO, Director

  Jason C. Lai                       32       Executive Vice President, Director

  Nhon K. Tran                       36       Vice President, Chief Technical
                                              Officer, Director

  William L. Lindgren                36       Chief Financial Officer, Director

  Dr. Rodney Tognetti                61       Director

         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.



<PAGE>
         William L. Lindgren is Chief  Financial  Officer since May of 1999.
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 year ended December 31,
1999, 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                                          Compensation     Compensation      All other
Principal Position                      Years     Paid             Deferred (1)      Compensation

Heinot H. Hintereder                    1997       $  82,666       $   50,000            None
President &                             1998       $ 128,833       $   39,167            None
Chief Executive Officer                 1999       $ 139,000             None            None

Jason C. Lai                            1997       $ 160,048       $   14,093            None
Executive Vice President                1998       $ 157,126       $   16,259            None
                                        1999       $ 199,873       $   93,388            None

Nhon K. Tran                            1997       $ 107,048             None            None
Vice President &                        1998       $  94,000       $   10,000            None
Chief Technical Officer                 1999       $ 121,582       $   15,000            None
William L. Lindgren                     1997               -                -               -
Chief Financial Officer                 1998               -                -               -
                                        1999       $  32,413       $    3,437            None
</TABLE>

Note 1: All deferred  compensation was accrued in the financial statements as of
December 31, 1999.

EMPLOYMENT AGREEMENTS

         On December 3, 1999,  the Company  entered into  employment  agreements
with 1) Heinot H. Hintereder  ("Hintereder"),  the Company's President and Chief
Executive  Officer;  2) Jason C.  Lai  ("Lai"),  the  Company's  Executive  Vice
President;  and 3) Nhon K. Tran ("Tran"), the Company's Chief Technical Officer.
The agreements are for fixed three year terms.  The Company may terminate any of
the  agreements  with  Hintereder,  Lai,  or Tran  for  cause  at any  time  and
Hintereder,  Lai,  or Tran 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  Hintereder,
Lai, or Tran from selling any products then being marketed by the Company to its
three major  customers.  This  provision may not be  enforceable  in whole or in
part,   subject  to  California  court   determination.   As  consideration  for
performance of specified  duties,  the Company pays Hintereder,  Lai, and Tran a
base annual  salary of  $160,000  which is fixed for the three year term and, in
years in which annual gross sales exceed $9,000,000, $10,000,000, or $12,500,000
Lai and Tran are entitled to an annual cash bonus ranging from 0.25%,  0.50% and
0.75%  respectively of the Company's gross sales.  Hintereder is entitled to the
same annual cash bonus in years in which the Company's annual gross sales exceed
$20,000,000, $25,000,000, or $30,000,000.





<PAGE>
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 December  31, 1999 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.

Name and Address                    Shares Beneficially          Approximate
Beneficial Owner                            Owned               Percent of Class

Mr. Jason C. Lai                            337,500                        17.44
5625 Mireille Drive
San Jose, CA 95118

Heinot H. Hintereder                        887,300                        45.84
131 Keppel Way
Cotati, CA 94931

Nhon K. Tran                                375,000                        19.38
7235 Cadiz Court
Rohnert Park,  CA 94928

Dr. Rodney Tognetti                          48,500                         2.51
4132 Susan Lane
Penngrove,  CA 94951

All officers and directors as a group       1,648,300                      85.17


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 1999, its executive  officers,  directors and greater than
10% beneficial owners complied with all such filing requirements.

<PAGE>
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 in
order to finance medium to large purchases of computer components.  All of these
funds have been repaid by the Company as noted in Notes to 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. The Company's Definitive Proxy Statement, together with Definitive Additional
Materials  and  Soliciting  Material  pursuant  to  sec.  240.14a-11(c)  or sec.
240..14a-12, filed September 1, 1999, is incorporated by reference.

C. No reports on Form 8-K were required to be filed in the last quarter of 1999.

                                   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.

                                                    IMMECOR CORPORATION

Date:    March 8, 2000                          By:   /s/  Heinot H. Hintereder

                                                      -----------------------
                                                        Heinot H. Hintereder
                                           President and Chief Executive Officer

Date:    March 8, 2000                          By:   /s/  William L. Lindgren

                                                     -----------------------
                                                            Wil 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                            March 8, 2000

/s/ Jason C. Lai, Director                                    March 8, 2000

/s/ Nhon K. Tran, Director                                    March 8, 2000

/s/ William L. Lindgren, Director                             March 8, 2000

/s/  Dr. Rodney Tognetti, Director                            March 8, 2000


<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
Immecor Corporation

We have  audited  the  accompanying  balance  sheets of Immecor  Corporation  (a
California  corporation)  as of  December  31,  1999 and 1998,  and the  related
statements of operations,  shareholders' equity and cashflows for the years 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 provides 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, 1999 and 1998, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.


GRANT THORNTON, LLP




San Francisco, California
January 21, 2000

<PAGE>
                       FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                               IMMECOR CORPORATION
                           DECEMBER 31, 1999 AND 1998




<PAGE>
                               MMECOR CORPORATION
                                 BALANCE SHEETS
                                   December 31

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                             <C>                        <C>

                                                                                       1998                    1999
                                                                                       ----------------------------
CURRENT ASSETS
   Cash                                                                         $     207,040               $    57,788
   Accounts receivables (net of allowance for doubtful amounts of
$18,749 in 1998 and $19,500 in 1999)                                                  262,078                   989,972
   Inventories (Note B)                                                               553,387                 1,159,638
   Prepaid and other assets (Note F)                                                   15,190                    59,476
   Deferred tax assets                                                                  7,717                    13,681
                                                                                      ---------------------------------

       Total current assets                                                         1,045,412                 2,280,555

EQUIPMENT AND IMPROVEMENTS (Note C)                                                    85,107                   125,601
                                                                                      ---------------------------------

       Total Assets                                                             $   1,130,519               $ 2,406,156
                                                                                      ---------------------------------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Line of credit (Note E)                                                      $           -               $   350,890
   Accounts payable                                                                      13,475               1,380,692
   Accrued liabilities                                                                   88,422                 165,214
   Note payable, due within one year                                                      4,185                   5,318
   Income taxes                                                                          31,202                       -
                                                                                         ------------------------------

       Total current liabilities                                                        537,284               1,902,114

LONG-TERM LIABILITIES
   Note payable, due after one year                                                       8,558                   3,189
   Deferred income taxes                                                                 16,984                  16,536
                                                                                         ------------------------------

     Total long-term liabilities                                                         16,536                  19,725
                                                                                         ------------------------------

     Total liabilities                                                                  562,826               1,921,839

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 20,000,000 shares authorized;
   no shares issued and outstanding
Common stock, no par value, 50,000,000 shares authorized;
   issued and outstanding, 1,935,376 shares in 1999 and
   2,435,376 shares in 1998 (Notes I, J, and K)                                          288,855               288,855
Retained earnings                                                                        278,838               195,462
                                                                                         -----------------------------

     Total shareholders' equity                                                          567,693               484,317
                                                                                         -----------------------------

     Total liabilities and shareholders' equity                                 $      1,130,519           $ 2,406,156
                                                                                       -------------------------------
The accompanying notes are an integral part of these statements


<PAGE>
                               IMMECOR CORPORATION
                            STATEMENTS OF OPERATIONS
                             Year ended December 31,



                                                                                         1998                 1999
                                                                                        --------------------------
Net sales (Note G)                                                              $     4,551,593            $10,121,025
Cost of sales                                                                         3,555,740              8,568,758
                                                                                       -------------------------------

     Gross profit                                                                       995,853              1,552,267

Selling, general and administrative expenses                                            916,660              1,622,394
                                                                                        ------------------------------

     Operating income (loss)                                                             79,193                (70,127)

Interest income                                                                           2,243                    558
Interest expense                                                                         (5,255)               (41,379)
                                                                                        ------------------------------

     Income (loss) before income taxes (Note L)                                          76,181               (110,948)

Income tax ("benefit")                                                                   30,561                (27,572)
                                                                                        -------------------------------

     NET INCOME (LOSS)                                                          $        45,620            $   (83,376)
                                                                                        -------------------------------

Net income (loss) per share - basic and diluted                                 $           .02            $     (0.04)
Weighted average shares outstanding - basic and diluted                               2,435,376              1,935,376


</TABLE>

The accompanying notes are an integral part of these statements

<PAGE>
                               IMMECOR CORPORATION
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                     Years ended December 31, 1998 and 1999

<TABLE>
<CAPTION>
<S>                                  <C>               <C>              <C>                  <C>
                                     Number of                            Retained
                                     Outstanding         Common           Earnings
                                     Shares              Stock                                 Total

     Balance-January 1, 1998           2,421,000        $  320,500       $   233,218         $   553,718

     Sales of common stock, less
        offering costs of $107,119        14,376           (31,645)                -             (31,645)

     Net income                                -                 -            45,620              45,620
                                       -----------------------------------------------------------------


     Balance - December 31, 1998       2,435,376        $  288,855        $  278,838         $   567,693

     Redemption of common stock         (500,000)                -                 -                   -

     Net loss                            -                       -           (83,376)            (83,376)
                                       -----------------------------------------------------------------

     Balance - December 31, 1999        1,935,376       $   288,855        $  195,462         $  484,317
                                       -----------------------------------------------------------------


</TABLE>

 The accompanying notes are an integral part of these statements

<PAGE>
                               IMMECOR CORPORATION
                             STATEMENTS OF CASH FLOWS
                             Year ended December 31,
<TABLE>
<CAPTION>
<S>                                                                             <C>               <C>              <C>
                                                                                     1998             1999
Increase (decrease) from cash
                                                                                   --------------------------


Cash flows from operating activities:
   Net income (loss)                                                            $    45,620        $     (83,376)
   Adjustments to reconcile net income to net cash provided by (used in)
     operating activities:
       Depreciation                                                                  17,444               30,004
       Deferred income taxes                                                          5,526               (6,412)
       Change in assets and liabilities
          Accounts receivable                                                       258,348             (727,894)
          Inventories                                                              (210,229)            (606,251)
          Income taxes                                                             (100,523)             (31,202)
          Prepaid and other assets                                                   10,279              (44,286)
          Accounts payable                                                           92,084              967,219
          Accrued liabilities                                                       (40,337)              76,792
                                                                                    -----------------------------

          Net cash provided by (used in) operating activities                        78,212             (425,406)

Cash flows from investing activities:
   Purchase of equipment                                                            (47,596)             (70,498)
Net cash
used in investing activities                                                        (47,596)             (70,498)
                                                                                    -----------------------------

Cash flows from financing activities:
   Proceeds from sale of common stock, less offering costs                           16,015                    -
   Proceeds from notes payable                                                            -              350,890
   Principal payments on notes payable                                               (3,716)              (4,238)
                                                                                     ----------------------------

          Net cash provided by financing activities                                  12,299              346,652
                                                                                     ----------------------------

          NET INCREASE (DECREASE) IN CASH                                            42,915             (149,252)

Cash balance - beginning  of year                                                   164,125              207,040
                                                                                    -----------------------------

Cash balance - end of year                                                      $   207,040           $   57,788
                                                                                    -----------------------------

Supplemental disclosure of cash flow information: Cash paid during the year for:
       Interest                                                                 $     5,255           $   41,379
       Income taxes                                                             $   120,617           $   35,638

Redemption of 500,000 shares of common stock                                    $         -           $        -

</TABLE>

The accompanying notes are an integral part of these statements

<PAGE>
                               IMMECOR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                     Years ended December 31, 1998 and 1999

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company designs,  assembles and supplies  high-performance computer
systems,   software   integration,   and   services   for  the   real-time   and
video-on-demand  requirements of yield management and process monitoring systems
for 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 markets the finished  products  through its own sales
force, primarily in the United States.
*        Revenue Recognition
         Revenue is recognized when products are shipped.
*        Inventory
         Inventory consists of computer hardware and purchased software. Cost is
determined using the first-in, first-out method.
*        Depreciation
         Depreciation  is provided in amounts  sufficient to relate the cost of
depreciable  assets to operations  over their estimated service lives, using the
straight-line method. Service lives range from three to ten years.
*        Income Taxes
         The Company  follows  the  liability  method in  accounting  for income
taxes.  Under this  method,  deferred  tax assets and liabilities are determined
based on differences  between the financial  reporting and tax basis of assets.
Additionally,  deferred tax items are measured using current tax rates. A
valuation allowance is established to reflect the realization of deferred tax
assets.
*        Advertising Costs
         The Company expenses costs of advertising when the advertising takes
place. The amount expensed in 1998 and 1999 was $51,918 and $16,859,
respectively.
*        Use of Estimates
         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions.  These  estimates and  assumptions  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.
*        Basic and Diluted Net Loss per Share
         Basic earnings per share is computed using the weighted  average number
of common shares  outstanding  during the period.  Diluted earnings per share is
computed  using the  weighted  average  number of common and  common  equivalent
shares outstanding during the period. Common equivalent shares are excluded from
the computation if their effect is anti-dilutive.
*        Reclassification
         Certain  1998  amounts  have been  reclassified  to conform to the 1999
presentation.
*        Cash and Cash Equivalents
         All highly liquid instruments with an original maturity of three months
or less are considered cash equivalents.
*        Fair Value of Financial Instruments
         The fair value of cash and cash  equivalents  accounts  receivable  and
trade payables  approximates carrying value due to the short-term nature of such
instruments. The fair value of long-term obligations including subordinated debt
approximates carrying value based on terms available for similar instruments.

NOTE B - INVENTORIES
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
Inventories consist of the following as of December 31:
                                                                       1998             1999
                                                                       ---------------------

               Purchased parts                                   $   540,867        $   904,518
              Finished systems                                        12,520            255,120
                                                                      ------            -------

                                                                 $   553,387        $ 1,159,638
                                                                 ------------------------------


<PAGE>
                               IMMECOR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                     Years ended December 31, 1998 and 1999

NOTE C - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of December 31:

                                                                        1998               1999
                                                                        -----------------------

           Equipment and furniture                               $    60,703        $   126,001
          Vehicles                                                    63,449             68,649
                                                                      -------------------------
124,152            194,650
        Less accumulated depreciation                                 39,045             69,049
                                                                      -------------------------

                                                                 $    85,107         $  125,601
                                                                 -------------------------------

NOTE D - NOTE PAYABLE

Note payable consists of the following as of December 31:

                                                                        1998               1999
                                                                        -----------------------
Note payable, collateralized by vehicle, payable in
monthly installments of $443 including interest of
        10.5% through September 2001                              $   12,743         $    8,505

         Less amount due in one year                                   4,185              5,316
                                                                       ------------------------

                                                                  $    8,558         $    3,189
                                                                  -----------------------------
</TABLE>


NOTE E - LINE OF CREDIT

The Company has a $500,000 line of credit which expires April 30, 2000,  with an
annual interest rate of prime (8.5% as of December 31, 1999) plus 3.5%. Advances
under the line of credit can not exceed 80% of eligible accounts  receivable and
is collateralized by a security interest in all accounts  receivable,  inventory
and equipment. The line of credit is also personally guaranteed by the Company's
major shareholder. The Company has $350,890 outstanding as of December 31, 1999.
Currently  the Company is  negotiating  a larger  credit  facility with Deutsche
Financial for 1.5 million. The line should be completed by February 15, 2000.

NOTE F - COMMITMENTS

The  Company  leases its  headquarters  in  Rohnert  Park,  California,  under a
noncancelable  operating  lease,  which  expires in January 31,  2001,  and it's
branch  offices in Santa  Clara,  California,  under a  noncancelable  operating
lease, which expires in April 29, 2002. The Company is also obligated to pay its
prorate share of utilities for these facilities.

Minimum  future rental  payments  under the lease  agreements as of December 31,
1999 are as follows:

Year ending December 31:

2000                                                                $108,430
2001                                                                  56,513
2002                                                                  17,203
                                                                   ---------

                                                                  $  182,146

Rent  expense was $56,578 and $93,587 for the years ended  December 31, 1998 and
1999, respectively.

<PAGE>
                               IMMECOR CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (continued)
                     Years ended December 31, 1998 and 1999


NOTE G - SALES TO MAJOR CUSTOMERS

A material  part of the  Company's  business  is  dependent  upon sales to major
customers,  the  loss of which  would  have a  material  adverse  effect  on the
Company's  financial  position and results of operation.  One customer accounted
for 68% and 72% of total  sales in 1998 and  1999  respectively.  This  customer
comprised 29% and 56% of total  accounts  receivable as of December 31, 1998 and
1999,  respectively.  The Company is actively  attempting to expand its customer
base to lessen the effect of having  major  customers  by  planning  to increase
sales in other markets.

NOTE H - INCOME TAXES

The  provision  for income taxes  consists of the  following for the years ended
December 31:

                                                        1998             1999
                                                        ---------------------
         Currently payable:
         Federal                                     $16,905           $(21,960)
         State                                        $8,130               $800
         Deferred taxes                               $5,526            $(6,412)
                                                      --------------------------

                                                     $30,561           $(27,572)
                                                     ---------------------------

A  reconciliation  of the statutory  federal  income tax rate with the Company's
effective tax rate is as follows:

                                                        1998             1999
                                                        ---------------------

         Statutory rate                                 34.0%             34.0%
         Reduction due to income under $100,000         (8.0)             (13.0)
         State income taxes                              7.1                 0.5
         Nondeductible cost                              5.1                 2.9
         Other                                           1.9                 1.4
                                                        -----               ----

                                                         40.1%             25.8%
---------                                               --------           -----

Deferred income taxes (benefits) reflect the tax effect of temporary differences
between  the  amounts of assets and  liabilities  for  financial  reporting  and
amounts as measured for tax  purposes.  The tax effect of temporary  differences
are as follows for the year ended December 31:
                                                           1998             1999
--------------------------------------------------------------------------------
         Deferred Tax Liability
         Depreciation                                 $16,984            $16,536

         Deferred Tax Asset
         Inventory, accounts receivable allowance     $ 7,717            $13,681
                                                      --------------------------

NOTE I - STOCK OFFERING

The Company's initial direct public stock offering filed with the Securities and
Exchange Commission became effective November 18, 1997.  California approved the
filing effective  December 19, 1997. The price per share of common stock was set
at $5.25 and the  Company  set  aside  750,000  shares to be sold.  There was no
minimum number of shares that had to be sold.

The Company sold 14,376 shares raising $75,474.  However, such amount was offset
by $107,119 of costs related to the offering.

<PAGE>
                               IMMECOR CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (continued)
                     Years ended December 31, 1998 and 1999


NOTE J - DEFINED CONTRIBUTION PLAN

The Company  adopted a Simple IRA Plan in January  1998.  Employees are eligible
upon  employment  with the Company.  The Company is generally  required to match
each  employees'  elective  deferrals  on a dollar for dollar  basis up to 3% of
compensation.  However,  the Company may elect to reduce the 3% of  compensation
match (but not less than 1%), as long as such  election  will not result in less
than a 3% match in more than 2 years of a 5 year period  ending with the current
year. The Company  contributed $10,100 and $19,100 in 1998 and 1999 respectively
to the plan.

Note K - VOTES BROUGHT TO SHAREHOLDERS - 1999

Common Stock
On October 13,  1999,  the  shareholders  approved a three for one split for the
outstanding shares of common stock of the Company.  The Board of Directors set a
distribution date of May 1, 2000

Incentive and Non-qualified Stock Option Plan
On October 13, 1999,  the  shareholders  voted to approve the 2000 Incentive and
Non-qualified  Stock Option Plan, (the "Plan").  Under the Plan 1,500,000 shares
of common stock of the Company have been  reserved for issuance  pursuant to the
Plan.  The exercise price for the shares subject to the option granted under the
Plan is $1.75.  Grants will commence in the second  quarter of 2000.  The option
price,  which the  Company  believes  is the current  fair  market  value,  will
immediately vest and have a ten year life.

Note L - RESTATEMENT

At year-end,  the Company  phased out it's old DOS based  accounting  system and
replaced  it with an  accounting  system  capable  of ERP  (Enterprise  Resource
Planning) and MRP (Material Resource Planning). During implementation of the new
system  it was noted  that  certain  inventory  adjustments  were not  performed
correctly during the year. Management found it necessary to reevaluate inventory
from Average Cost to FIFO (First In First Out) and to restate  inventory  values
for the entire  year of 1999.  At  December  31,  1999,  all  amounts  have been
corrected  which  results  in  a  restatement  to  previously  issued  quarterly
financial information. Information relative to quarterly periods is unaudited.

If Immecor had recorded the  inventory  adjustment  at the end of each  quarter,
rather than at the year-end  fiscal 1999,  the quarters would have been restated
as follows:
<TABLE>
<CAPTION>
<S>                     <C>              <C>           <C>              <C>              <C>               <C>
                         Gross Margin                   Net Income                         Income per Share
Quarter Ended           As Reported      Restated      As Reported       Restated         As Reported       Restated
March 31, 1999             $413,813      $386,442          $51,932         24,561                0.02           0.01
June 30, 1999               324,405       279,214          104,277         59,086                0.04           0.02
September 30, 1999          485,175       377,032          149,644         41,501                0.10           0.02
December 31, 1999           328,874       509,579         (389,229)      (208,524)              (0.19)         (0.08)



Fiscal Year 1999         $1,552,267    $1,552,267         ($83,376)      ($83,376)              (0.04)         (0.04)

</TABLE>

<PAGE>

LEGEND                                                       IMMECOR CORPORATION
MULTIPLIER                                                   1
CURRENCY                                                     1
TABLE
S                                          C                 C
PERIOD-TYPE                             YEAR              YEAR
FISCAL-YEAR-END                       DEC-31-1998       DEC-31-1999
PERIOD-START                           JAN-1-1998        JAN-1-1999
PERIOD-END                            DEC-31-1998       DEC-31-1999
EXCHANGE-RATE                              1                 1
CASH                                  207040             57758
SECURITIES                                 0                 0
RECEIVABLES                           280827           1009472
ALLOWANCES                             18749             19500
INVENTORY                             553387           1159638
CURRENT-ASSETS                       1045612           2280555
PP&E                                  124152            194650
DEPRECIATION                           39045             69049
TOTAL-ASSETS                         1130519           2406156
CURRENT-LIABILITIES                   562826           1902114
BONDS                                      0                 0
PREFERRED-MANDATORY                        0                 0
PREFERRED                                  0                 0
COMMON                                288855            288855
OTHER-SE                              278838            195462
TOTAL-LIABILITY-AND-EQUITY           1130519           2406156
SALES                                4551593          10121025
TOTAL-REVENUES                       4551593          10121025
CGS                                  3555740           8568758
TOTAL-COSTS                          4472400          10231973
OTHER-EXPENSES                             0                 0
LOSS-PROVISION                             0                 0
INTEREST-EXPENSE                        5255             41379
INCOME-PRETAX                          76181           (110948)
INCOME-TAX                             30561            (27572)
INCOME-CONTINUING                      45620            (83376)
DISCONTINUED                               0                 0
EXTRAORDINARY                              0                 0
CHANGES                                    0                 0
NET-INCOME                             45620            (83376)
EPS-PRIMARY                                 .018             (.04)
EPS-DILUTED                                 .018             (.04)