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, 2000

                   [ ] 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 incorporation or (I.R.S.Employer Identification No.)
                                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 fiscal year: $ 30,223,306.

         The aggregate market value of the issuer's Common Stock, held by
non-affiliates as of December 31, 2000, was $2,862,421. This amount is based
upon the stock book value of the company since there is currently no public
market for the Company's stock as described in PART II, ITEM 5.

         As of December 31, 2000, there were 5,806,128 shares of the issuer's
Common Stock, without par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
         None




<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
         Immecor Corporation ("Immecor") designs, assembles, and markets
high-performane and quality fault-tolerant specialty computers, software
integration, and development 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 and services are utilized
in imaging-based semiconductor patterned wafer inspection, reticle inspection,
and in the measurement of overlay, registration and line width. In addition, the
Company designs and assembles high-performance file servers and workstations for
networks, intra and internet file servers, and personal computers, all based on
Intel technology processors and configured to meet customer specifications.
Immecor uses single, dual, and quad versions of the processor, all of which are
Microsoft Windows NT, Novell, Banyan, and Token Ring compatible. Immecor also
markets other brand-name personal computers and accessories. The necessary
components are purchased from domestic and foreign manufacturers and
distributors.


<PAGE>

         The Company provides computer related services to its customers,
including integration and staging services, configuration control, upgrading
existing systems and warranty support.

         The Company markets its products through its own sales staff to large
corporations, small businesses, local state and federal agencies and through
resellers to individual end-users.

         The Company objective is to become a recognized leader in specialty
computers for the computer aided manufacture and defect review station market
place within the semiconductor industry.

         Immecor Corporation was established in July of 1993 and became a public
Company November 18, 1997.

         Immecor Corporation is located in Santa Rosa, Sonoma County,
California. Sonoma County is located approximately 50 miles north of San
Francisco.

         Immecor Corporation maintains offices and a warehouse in the City of
Santa Clara.

EMPLOYEES
         As of December 31, 2000, the Company had thirty-three (33) full time,
two (2) part time employees and one (1) contractor.

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 15,837 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 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
         None
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 is 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.

HOLDERS
         As of December 31, 2000 there were approximately 90 holders of record
of the Common Stock of the Company.

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.


<PAGE>

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 2000 AS COMPARED TO FISCAL 1999

         Net revenues of the Company for fiscal year ended December 31, 2000
("fiscal 2000") increased 199% to $30,223,306 from $10,121,025 for fiscal year
ended December 31, 1999 ("fiscal 1999"). The increase was primarily due to
increased sales to a major customer for high-end specialty computers. Sales to
this corporate customer continue to increase since the Company has been able to
provide key research and development, while meeting strict shipping deadlines
and maintaining 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 for fiscal 2000 increased by 411% to $7,932,267 from
$1,552,267. The increase is in proportion with the increase in net revenues.
Gross profit as a percentage of net revenues during the same periods increased
from 15% to 26%, which is a result of higher sales volume at higher margins.

         Selling, general and administrative expenses for fiscal 2000 increased
131% to $3,741,968 from $1,622,394 in fiscal 1999. The increase is primarily
attributable to the increase in the scale of operations including additional
personnel in operations and administration. The Company expects selling, general
and administrative expenses to increase as the Company hires new sales
representatives in order to increase the number and size of customer accounts.
As a percentage of net revenues, selling, general and administrative expenses
decreased to 12% for fiscal 2000 from 16% for fiscal 1999. This decrease
resulted primarily from the Company's efforts to manage general and
administrative costs relative to its net revenue and gross margin. It should be
noted that the Company incurred expenses due to the planning and relocation of
the Company headquarters in 2000.

                Research and development expenses increased to $8,785 in fiscal
2000 from $2,850 in fiscal 1999. The increase was primarily due to an increase
in research and development costs associated with new products. The Company
believes that continued investment in research and development is critical to
attaining strategic product development and cost reduction objectives and, as a
result, these expenses will increase in 2001. The Company expenses all of
research and development costs as incurred.


LIQUIDITY AND CAPITAL RESOURCES

STATEMENTS OF CASH FLOWS

         In fiscal 2000, the Company had net cash provided by operating
activities of $2,745,270 compared to net cash used in operating activities of
$(425,406) in fiscal 1999. The net increase related primarily to increase in net
earnings, accounts receivable, and inventory levels, and was offset by increases
in accounts payable, accrued liabilities, and income taxes.

         The Company used cash for investing activities of $(370,442) for fiscal
2000 compared to $(70,498) in fiscal 1999. The primary difference relates to
increased equipment and office furniture expense associated with the relocation
of the Company headquarters.

         The Company had net cash used for financing activities of $(355,576)
for fiscal 2000 compared to net cash provided of $346,652 in 1999. The primary
difference relates to better AR management, improved cash management and lesser
reliance of debt for cash flow.


<PAGE>


LINE OF CREDIT

         In February 2000, the Company entered into a new line of credit
agreement with Deutsche Financial Services. The agreement allows the Company to
borrow an amount limited to the minimum of its borrowing base or a maximum of
$1,500,000. As of December 31, 1999 and 2000, the Company's borrowing base,
which is based on certain percentage of total receivables less ineligibles, was
$350,890 and $0, respectively. Outstanding borrowings bear interest at 10.25%.
The line is secured by accounts receivables, inventory, equipment and is
personally guaranteed by the Company's major shareholder.


ITEM     7.       FINANCIAL STATEMENTS
The following Financial Statements are filed as part of this report:
<TABLE>
<CAPTION>
<S>                                                                                          <C>
Report of Independent Certified Public Accountants                                           F-1

Balance Sheets - December 31, 1999 and 2000                                                  F-2

Statements of Operations for the years ended December 31, 1999 and 2000                      F-3

Statements of Shareholder Equity for the years ended December 31, 1999 and 2000              F-4
Statements of Cash Flows for the years ended December 31, 1999 and 2000                      F-5
Notes to Financial Statements                                                                F-6
</TABLE>


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:
<TABLE>
<CAPTION>
<S>                                <C>      <C>

Name                               Age      Position

Heinot H. Hintereder               70       President & CEO, Director

Jason C. Lai                       34       Executive Vice President, Director

Nhon K. Tran                       38       Vice President, Chief Technical Officer, Director

William L. Lindgren                39       Chief Financial Officer, Director, Secretary

Dr. Rodney Tognetti                62       Director
</TABLE>


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.

<PAGE>

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 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.

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
<S>                                   <C>          <C>                  <C>            <C>

Name and                                           Compensation         Compensation   All other
Principal Position                    Years        Paid                 Deferred (1)   Compensation

Heinot H. Hintereder                    1998         $ 128,833        $  39,167        None
President &                             1999         $ 139,000             None        None
Chief Executive Officer                 2000         $ 184,000        $ 385,996        $8,450

Jason C. Lai                            1998         $ 157,126        $  16,259        None
Executive Vice President                1999         $ 199,873        $  93,388        None
                                        2000         $ 184,000        $ 387,467        $8,450

Nhon K. Tran                            1998         $  94,000        $  10,000        None
Vice President &                        1999         $ 121,582        $  15,000        None
Chief Technical Officer                 2000         $ 199,000        $ 387,467        $8,450
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>          <C>              <C>             <C>
William L. Lindgren                     1998                 -               -            -
Chief Financial Officer                 1999         $  32,413        $  3,437         None
                                        2000         $  85,992        $  5,782         $3,000
<FN>
<F1>
Note 1: All deferred compensation was accrued in the financial statements as of
December 31, 2000.
</FN>
</TABLE>

EMPLOYMENT AGREEMENTS

         On November 04, 2000, 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 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
$200,000. In years in which annual gross sales exceed $10,000,000, $12,500,000,
$15,000,000, $25,000,000, $30,000,000 or $35,000,000 Lai, Tran and Hintereder
are entitled to an annual cash bonus ranging from 0.25%, 0.50%, 0.75%, 1.0%,
1.25% and 1.50% respectively of the Company's gross sales.

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, 2000 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.
<TABLE>
<CAPTION>
<S>                                 <C>                                         <C>
Name and Address                    Shares Beneficially                         Approximate
Beneficial Owner                    Owned                                       Percent of Class

Mr. Jason C. Lai                    1,012,500                                   17.44

<PAGE>

5625 Mireille Drive
San Jose, CA 95118

Heinot H. Hintereder                2,661,900                                   45.84
131 Keppel Way
Cotati, CA 94931

Nhon K. Tran                        1,125,000                                   19.38
7235 Cadiz Court
Rohnert Park,  CA 94928

Dr. Rodney Tognetti                   145,500                                     2.51
4132 Susan Lane
Penngrove,  CA 94951

All officers and directors as a group 4,944,900                                 85.17
</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 2000, 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 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. No reports on Form 8-K were required to be filed in the last quarter of 2000.



                                   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 18, 2001                    By:   /s/  Heinot H. Hintereder

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

<PAGE>


Date:    March 18, 2001                    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 18, 2001

/s/ Jason C. Lai, Director                                    March 18, 2001

/s/ Nhon K. Tran, Director                                    March 18, 2001

/s/ William L. Lindgren, Director                             March 18, 2001

/s/  Dr. Rodney Tognetti, Director                            March 18, 2001


















































<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, 2000 and 1999, and the related
statements of operations, shareholders' equity and cash flows 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Immecor Corporation as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years 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

















<PAGE>

                               IMMECOR CORPORATION
                                 BALANCE SHEETS
                                   December 31
                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                  <C>                <C>
                                                                                              1999              2000
                                                                                               ----              ----

CURRENT ASSETS
   Cash                                                                              $       57,788       $ 1,465,721
   Certificate of Deposit                                                                         -           611,319
   Accounts receivables (net of allowance for doubtful amounts of
      $19,500 in 1999 and $22,000 in 2000)                                                  989,972         2,891,113
   Inventories                                                                            1,159,638         2,785,692
   Prepaid assets                                                                            59,476           163,858
   Deferred tax assets                                                                       13,681           167,200
                                                                                             ------           -------

       Total current assets                                                               2,280,555         8,084,903

EQUIPMENT AND IMPROVEMENTS                                                                  125,601           443,045
   Notes receivables                                                                              -           198,907
                                                                                           --------           -------

       Total Assets                                                                   $   2,406,156        $8,726,855
                                                                                          =========         =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
   Line of credit                                                                      $    350,890     $              -
   Accounts payable                                                                       1,380,692         2,848,247
   Accrued liabilities                                                                      165,214         1,278,010
   Note payable, due within one year                                                          5,318             3,820
  Income taxes payable                                                                            -         1,710,455
                                                                                           --------         ---------

       Total current liabilities                                                          1,902,114         5,840,532

LONG-TERM LIABILITIES
   Note payable, due after one year                                                           3,189                 -
   Deferred income taxes                                                                     16,536            19,800
                                                                                             ------            ------

     Total long-term liabilities                                                             19,725            19,800
                                                                                             ------            ------

     Total liabilities                                                                    1,921,839         5,860,332

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 5,806,128 shares                                                 288,855           288,855
  Retained earnings                                                                         195,462         2,577,668
                                                                                            -------         ---------

     Total shareholders' equity                                                             484,317         2,866,523
                                                                                            -------         ---------

     Total liabilities and shareholders' equity                                        $  2,406,156        $8,726,855
                                                                                          =========         =========
See accompanying notes to financial statements
</TABLE>


<PAGE>

                               IMMECOR CORPORATION
                            STATEMENTS OF OPERATIONS
                             Year ended December 31,

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

                                                                                      1999            2000
Net sales                                                                       $  10,121,025     $ 30,223,306
Cost of sales                                                                       8,568,758       22,291,039
                                                                                    ---------       ----------

     Gross profit                                                                   1,552,267        7,932,267

Selling, general and administrative expenses                                        1,622,394        3,741,968
                                                                                    ---------        ---------

     Operating (loss) income                                                          (70,127)       4,190,299

Other income                                                                                -            2,880
Interest income                                                                           558           23,073
Interest expense                                                                      (41,379)         (91,588)
                                                                                      --------         --------

     (Loss) income before income taxes                                               (110,948)       4,124,664

Income taxes (benefit)                                                                (27,572)       1,742,457
                                                                                      --------       ---------

     NET (LOSS) INCOME                                                          $    (83,376)     $ 2,382,207
                                                                                      ========       =========

Net (loss) income per share - basic and diluted                                 $         (.01)   $         0.41
Weighted average shares outstanding - basic and diluted                             5,806,128        5,806,128

</TABLE>

























See accompanying notes to financial statements.


<PAGE>

                               IMMECOR CORPORATION
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                      Year ended December 31, 2000 and 1999




   Immecor Corporation

   STATEMENT OF STOCKHOLDERS' EQUITY

   Years ended December 31, 2000 and 1999

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

                                  Common Stock                    Retained            Total
                                  Shares           Amount         Earnings            Stockholders' Equity

Balance at January 1, 1999        7,306,128       $ 288,855       $ 278,838            $   567,693

Redemption of common stock        (1,500,000)             -               -                      -

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

Balance at December 31, 1999         5,806,128        288,855     195,462                484,317


                                                            -               -                      -

Net earnings                               -                -     2,382,207              2,382,207
                                           --              --     ----------              ---------

Balance at December 31, 2000      5,806,128       $ 288,855       $2,577,668           $     2,866,523
                                  =========       =========       =========            ===============
</TABLE>















See accompanying notes to financial statements.



<PAGE>

                               IMMECOR CORPORATION
                            STATEMENTS OF CASH FLOWS
                             Year ended December 31,
<TABLE>
<CAPTION>
<S>                                                                             <C>               <C>

                                                                                       1999            2000


Cash flows from operating activities:
   Net (loss) income                                                            $     (83,376)     $ 2,382,207
   Adjustments to reconcile net (loss) income to net cash provided by (used in)
     operating activities:
       Depreciation                                                                    30,004           52,998
       Deferred income taxes                                                           (6,412)        (150,255)
       Change in assets and liabilities
          Accounts receivable                                                        (727,894)      (1,901,141)
          Notes receivable                                                                  -         (198,907)
          Inventories                                                                (606,251)      (1,626,054)
          Prepaid expenses                                                            (44,286)        (104,383)
          Accounts payable                                                            967,219        1,467,555
          Accrued liabilities                                                          76,792        1,112,795
          Income taxes                                                                (31,202)       1,710,455
                                                                                      --------       ---------

          Net cash provided by (used in) operating activities                        (425,406)       2,745,270

Cash flows from investing activities:
   Purchase of equipment                                                              (70,498)        (370,442)
                                                                                      --------        --------
          Net cash used in investing activities                                       (70,498)        (370,442)

Cash flows from financing activities:
   Proceeds (payments) on the line of credit - net                                    350,890         (350,890)
   Principal payments on note payable                                                  (4,238)          (4,686)
                                                                                       -------          -------

          Net cash provided by (used in) financing activities                         346,652         (355,576)
                                                                                      -------         ---------

          NET INCREASE (DECREASE) IN CASH                                            (149,252)       2,019,252

Cash and cash equivalents - beginning of year                                         207,040           57,788
                                                                                      -------           ------

Cash and cash equivalents - end of year                                          $     57,788      $ 2,077,040
                                                                                      =======        =========

Supplemental disclosure of cash flow information: Cash paid during the year for:
       Interest                                                                  $     41,379           91,558
       Income taxes                                                              $     35,638          225,800


</TABLE>


See accompanying notes to financial statements.








<PAGE>

                          IMMECOR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                          Years ended December 31, 1999 and 2000

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. * Cash and Cash Equivalents
         All highly liquid instruments with an original maturity of three months
or less are considered cash equivalents.
*        Revenue Recognition
         Revenue is recognized when products are shipped.
*        Inventory
         Inventory  consists  of  computer  hardware  and  purchased  software
and is valued at the lower of cost or market  with cost determined on 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.
*        Advertising Costs
         The Company expenses costs of advertising  when the advertising  takes
place.The amount expensed in 1999 and 2000 was $16,859 and $19,324 respectively.
*        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. The company has no potentially
dilutive securities.
*        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. 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.
*        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
Inventories consist of the following as of December 31:
<TABLE>
<CAPTION>
<S>                                                              <C>              <C>
                                                                       1999             2000
                                                                       ----             ----

               Purchased parts                                   $   904,518      $   1,894,270
              Finished systems                                       255,120            891,422
                                                                     -------            --------
                                                                 $ 1,159,638      $   2,785,692
</TABLE>


<PAGE>

                               IMMECOR CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 1999 and 2000

NOTE C - EQUIPMENT AND IMPROVEMENTS

Equipment and improvements consists of the following as of December 31:
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
                                                                        1999               2000
                                                                        ----               ----

           Equipment and furniture                              $    126,001        $   325,136
                Vehicles                                              68,649            209,889
                Leasehold improvements                                     0             30,067
                                                                           -            --------
                                                                      194,650            565,092
             Less accumulated depreciation                            (69,049)          (122,047)
                                                                      -------           --------

                                                                  $   125,601        $   443,045
                                                                      ========           =======
</TABLE>

NOTE D - NOTE PAYABLE

Note payable consists of the following as of December 31:
<TABLE>
<CAPTION>
<S>                                                              <C>             <C>
                                                                        1999          2000
                                                                        ----          ----
Note payable, collateralized by vehicle, payable in
monthly installments of $443 including interest of
        10.5% through September 2001                             $   8,507       $    3,820

         Less amount due in one year                                  (5,318)         (3,820)
                                                                       ------          -----

                                                                 $    3,189      $         -
                                                                      =====         =========
</TABLE>

NOTE E - LINE OF CREDIT

The Company has a $1,500,000 line of credit with Deutsche Financial Services.
The line's interest rate as of December 31, 2000 was 10.25%. 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 $0 outstanding as of December 31, 2000.

NOTE F - COMMITMENTS

The Company leases its headquarters in Santa Rosa, California, under a
noncancelable operating lease, which expires in January 1, 2006, 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,
2000 are as follows:

Year ending December 31:
<TABLE>
<CAPTION>
<S>               <C>                                             <C>
                  2001                                              $316,416
                  2002                                               281,472
                  2003                                               264,000
                  2004                                               264,000
                  Thereafter                                         264,000
                                                                     -------
                                                                  $1,389,888
</TABLE>

Rent expense was $93,587 and $155,208 for the years ended December 31, 1999 and
2000, respectively.


<PAGE>

                                    IMMECOR CORPORATION
                                    NOTES TO FINANCIAL STATEMENTS (continued)
                                    Years ended December 31, 1999 and 2000


NOTE G - SALES TO MAJOR CUSTOMERS

A substantial portion 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 72% and 93% of total sales in 1999 and 2000, respectively. This customer
comprised 56% and 80% of total accounts receivable as of December 31, 1999 and
2000, 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, and creating joint marketing alliances with other
technology companies.

NOTE H - INCOME TAXES

The provision for income taxes consists of the following for the years ended
December 31:
<TABLE>
<CAPTION>
<S>                                                                 <C>             <C>

                                                                       1999             2000
                                                                       ----             ----

         Federal                                                    $(21,960)       $ 1,511,212
         State                                                           800            381,500
         Deferred taxes                                               (6,412)          (150,255)
                                                                    ----------       ------------

                                                                    $(27,572)       $ 1,742,457
                                                                     =======          =========
</TABLE>

A reconciliation of the statutory federal income tax rate with the Company's
effective tax rate is as follows:
<TABLE>
<CAPTION>
<S>                                                                    <C>              <C>
                                                                       1999             2000
                                                                       ----             ----

         Statutory rate                                                34.0%            34.0%
         Reduction due to income under $100,000                        (13.0)              -
         State income taxes                                              0.5              5.9
Nondeductible cost                                                       2.9               .3
         Other                                                           1.4              2.0
                                                                      ---------         ------
                                                                         25.8%           42.2%
</TABLE>


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:
<TABLE>
<CAPTION>
<S>                                                                 <C>                <C>
                                                                       1999             2000
                                                                       ----             ----
         Deferred Tax Liability
         Depreciation                                                $16,536            $19,800
                                                                      ======             ======

         Deferred Tax Asset
         Inventory, accounts receivable allowance                     13,681              9,425
         Accrued state franchise tax                                    _  -            157,775
                                                                    ---------            -------
                                                                    $ 13,681           $167,200
                                                                      ======            =======
</TABLE>









<PAGE>

                               IMMECOR CORPORATION
                               NOTES TO FINANCIAL STATEMENTS (continued)
                               Years ended December 31, 1999 and 2000





NOTE I - 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 $19,100 and $21,100 in 1999 and 2000, respectively
to the plan.


NOTE J - PREPAID EXPENSES

The Company prepaid the following expenses:
<TABLE>
<CAPTION>
<S>                                                       <C>         <C>
                                                          1999               2000
                                                          ----               ----
Prepaid Rent - San Jose facility                                       $    5,101
Prepaid Rent - Santa Rosa facility                                        157,932
Prepaid Utility - San Jose facility                                           825
                                                                       ----------
Total                                                                    $163,858
                                                                          =======
</TABLE>


NOTE K - ACCRUED LIABILITIES

The Company had accrued liabilities of:
<TABLE>
<CAPTION>
<S>                                                       <C>          <C>
                                                          1999               2000
                                                          ----               ----
Accrued Bonus Plan                                                     $1,152,280
Accrued Vacation                                                           32,250
Accrued Salary Bonus                                                       93,480
                                                                           ------
Total                                                                  $1,278,010
                                                                        =========
</TABLE>


<PAGE>

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

LEGEND                             IMMECOR CORPORATION
MULTIPLIER                                                   1
CURRENCY                                                     1
TABLE
S                                          C                 C
PERIOD-TYPE                             YEAR              YEAR
FISCAL-YEAR-END                       DEC-31-1999       DEC-31-2000
PERIOD-START                           JAN-1-1999        JAN-1-2000
PERIOD-END                            DEC-31-1999       DEC-31-2000
EXCHANGE-RATE                              1                 1
CASH                                   57758           1465721
SECURITIES                                 0            611319
RECEIVABLES                          1009472           2913113
ALLOWANCES                             19500             22000
INVENTORY                            1159638           2785692
CURRENT-ASSETS                       2280555           8084903
PP&E                                  194650            565091
DEPRECIATION                           69049            122047
TOTAL-ASSETS                         2406156           8726855
CURRENT-LIABILITIES                  1902114           5840532
BONDS                                      0                 0
PREFERRED-MANDATORY                        0                 0
PREFERRED                                  0                 0
COMMON                                288855            288856
OTHER-SE                              195462           2577668
TOTAL-LIABILITY-AND-EQUITY           2406156           8726855
SALES                               10121025          30223306
TOTAL-REVENUES                      10121025          30223306
CGS                                  8568758          22291039
TOTAL-COSTS                         10231973          26033007
OTHER-EXPENSES                             0                 0
LOSS-PROVISION                             0                 0
INTEREST-EXPENSE                       41379            (91588)
INCOME-PRETAX                        (110948)          4124664
INCOME-TAX                            (27572)          1742457
INCOME-CONTINUING                     (83376)          2382207
DISCONTINUED                               0                 0
EXTRAORDINARY                              0                 0
CHANGES                                    0                 0
NET-INCOME                            (83376)          2382207
EPS-PRIMARY                                (.01)              .41
EPS-DILUTED                                (.01)              .41

</TABLE>