<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2002

                         Commission file number 0-19678

                                 INFRACOR, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

   Virginia                                                    54-1414643
--------------------------------------------------------------------------------
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                            Identification No.)

   7400 Beaufont Springs Drive, Suite 415, Richmond, VA        23225
--------------------------------------------------------------------------------
   (Address of principal executive offices)                 (Zip Code)

Issuer's telephone number                                   (804) 272-6600
                                                            --------------

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

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
-------------------
Common Stock, without par value                             OTC (Bulletin Board)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
(Section 229.405 of this chapter) is not contained herein, and "no disclosure"
will be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

The issuer's revenues for the most recent fiscal year were 14,860,971.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the issuer as of June 3, 2002 was approximately $220,258.

As of June 3, 2002, the issuer had 16,582,387 shares of common stock, without
par value per share, issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 2002 Annual Report to Shareholders are incorporated by reference
into Parts II hereof.

Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on July 29, 2002 are incorporated by reference into Part III hereof.

Transitional Small Business Format
(check one)     Yes [_]     No [X]

<PAGE>

                                     PART I

         Forward Looking Statements

         This Report on Form 10-KSB includes certain forward-looking statements
         relating to such matters as anticipated financial performance, business
         prospects, technological developments, new products and similar
         matters. None of the Company's statements about the future are
         guarantees of future results or outcomes. The Private Securities
         Litigation Reform Act of 1995 provides a safe harbor for such
         forward-looking statements. In order to comply with the terms of the
         safe harbor, the Company notes that a variety of factors could cause
         the Company's actual results and experience to differ materially from
         the anticipated results or other expectations expressed in the
         Company's forward-looking statements. The risks and uncertainties that
         could significantly affect the operations, performance, development and
         results of the Company's business include, but are not limited to, the
         following: (i) changes in legislative enforcement and direction; (ii)
         unusually bad or extreme weather conditions; (iii) unanticipated delays
         in contract execution; (iv) project delays or changes in project costs;
         (v) unanticipated changes in operating expenses and capital
         expenditures; (vi) sudden loss of key personnel; (vii) abrupt changes
         in competition or the political or economic climate and (viii) abrupt
         changes in market opportunities.

ITEM 1- DESCRIPTION OF BUSINESS

         Overview

         InfraCor Inc. ("INFC" or the "Company"), a Virginia corporation formed
         in 1987, is a technology-based firm that historically has provided both
         environmental and construction products and services. During the second
         half of fiscal 1998, INFC made a determination to focus on its
         construction lines of business and to de-emphasize its environmental
         products and services. Specifically, INFC is directing its efforts to
         the development and growth of its existing underground infrastructure
         products and services related to the installation and rehabilitation of
         subsurface pipelines using trenchless technologies. Trenchless
         technology involves the installation and rehabilitation of underground
         pipelines with minimal surface disruption. Some of the methods used are
         pipe relining, manhole construction and "pipe bursting."

         INFC operates its infrastructure business through its wholly-owned
         affiliates, InfraCor of Virginia, Inc. ("ICVA"). ICVA, a Virginia
         corporation headquartered in Richmond, Virginia, is INFC's construction
         subsidiary. ICVA was formed as a result of INFC's acquisition on June
         1, 1994, of Stamie E. Lyttle Company, Inc., Lyttle Utilities, Inc. and
         LPS Corporation. The three firms, the history of which dates back to
         1947, were consolidated into one corporation, ICVA. ICVA, along with
         its subsidiary, InfraCor of Florida, Inc., a Virginia corporation
         previously headquartered in Orlando, Florida and closed in 1999,
         utilizes trenchless technologies to install and rehabilitate subsurface
         pipelines. INFC's infrastructure customers include municipalities,
         government agencies, Fortune 500 companies and developers. ICVA,
         through its Service Division, also design and install septic and
         irrigation systems and provided related repair and maintenance
         services. As part of INFC's effort to focus on the infrastructure
         business, INFC, in

                                        1

<PAGE>

         April 1998, sold the Service Division of ICVA to a new corporation
         formed by Coleman S. Lyttle, a former director of INFC and President of
         ICVA.

         Infracorps Technology, Inc, ("ICTI"), a Virginia corporation
         headquartered in Richmond, Virginia, is a construction subsidiary
         specializing in installing cured-in-place pipe ("CIPP"). ICTI came
         about after the purchase of assets from Cat Contracting that enable
         INFC to manufacture and install CIPP. ICTI's customers include
         municipalities, government agencies, Fortune 500 companies and
         developers. INFC has closed this subsidiary effective March 2001 due to
         losses incurred in continuing to operate this company.

         INFC's principal executive offices are located at 7400 Beaufont Springs
         Drive, Suite 415, Richmond, Virginia 23225, and its telephone number is
         (804) 272-6600.

         Business Segment Information

         During the twelve-month period ended March 31, 2002 ("fiscal year
         2002") and March 31, 2001 ("fiscal year 2001"), INFC specialized in
         infrastructure design, construction and maintenance utilizing
         trenchless technologies as well as conventional methods to install and
         rehabilitate subsurface pipelines.

         Services and Products

         Trenchless technology refers to a family of methods, materials and
         equipment that can be used for installation of new or rehabilitation of
         existing underground pipelines. These methods provide minimal
         disruption to surface traffic, business and other activities, as
         opposed to open trenching and its associated major disruptions to
         surface activities.

         ICVA utilizes a so-called "fold and formed" trenchless technology.
         Under this technology, a robotic vehicle with lights and a video
         traverses the damaged line to detect blockage, offset joints and other
         impediments. Any remedial work is then performed within the existing
         lines, either through a point repair from the surface or through a
         remote device. The pipe liner, which is constructed specifically for
         the job and which is folded to fit within the existing host pipeline,
         is inserted so that it extends through the damaged length of pipe. The
         length of each pipe is at least the distance from manhole to manhole.
         Insertion is made through a power wench and steel cable connected to
         the end of the pipe liner. Through the application of steam heat and
         pressure, the pipe liner expands to fit the inside of the host pipe.
         The fit is so tight that it leaves no annular space for unwanted water
         migration between the pipe liner and the host pipe. The new smooth
         interior maintains peak flow and inhibits build-up of foreign material.
         The life of the replacement liner is the same as new pipe.

         INFC is a party to a contract license agreement (the "License
         Agreement") with Ultraliner, Inc. ("Ultraliner"), under which ICVA has
         the exclusive right and license to use the ULTRALINER PVC ALLOY
         (Trademark) deformed pipeline technology and process developed by
         Ultraliner for the restoration, repair and rehabilitation of water and
         sewer (sewage and storm) pipelines in the geographical area lying
         within the principal boundaries of the Virginia counties of Frederick,
         Clarke, Loudoun, Alexandria, Warren, Fauquier, Prince William, Page,
         Rappahannock, Madison, Culpeper, Stafford, King George, Orange,
         Spotsylvania, Caroline, Essex, Westmoreland, Richmond, Louisa, Hanover,
         King William, King & Queen, Fluvanna,

                                        2

<PAGE>

         Goochland, Henrico, New Kent, Cumberland, Powhatan, Amelia, Shenandoah
         and Chesterfield, and the cities of Hopewell, Colonial Heights,
         Richmond and Winchester, Virginia (the "Territory"). Under the License
         Agreement, Ultraliner retains the right to grant exclusive licenses to
         other parties in the Territory to utilize the Ultraliner product and
         services for purposes other than the repair, rehabilitation and
         reconstruction of water or sewer pipelines. The License Agreement
         terminates on February 1, 2006, and is subject to termination in the
         event of specific defaults, including the failure of ICVA to meet
         certain minimum performance objectives. After payment of an initial
         license fee, no further royalties are due under the License Agreement.
         However, if ICVA seeks to utilize the Ultraliner technology outside of
         the Territory, whether or not in an area where a license for such
         permitted use has been granted by Ultraliner, ICVA must make an
         immediate cross-over payment of 25% of the gross product price of all
         product sold outside of the Territory. All cross-over payments must be
         paid by ICVA to Ultraliner, as agent for ICVA, which then in turn will
         promptly pay 20% of the cross-over payment to the licensee in whose
         territory the installation is performed, if any. All licenses governing
         the commercialization of the Ultraliner product within the United
         States provide for similar cross-over payments. In fiscal year 2002,
         ICVA comprised 100% of INFC's infrastructure business.

         ICTI utilizes a cured-in-place pipe. This technology involves using a
         thermosetting resin to wet out a tube, which is then cured in place
         using heat. The cure process is controlled by applying cold to the
         tube. This technology is available from FirstLiner USA. ICTI is
         currently negotiating a license agreement with FirstLiner USA and is
         able to continue to use the technology until an agreement is reached.
         This license agreement would include a royalty payment as well as a
         geographical area of use. This area of use would include Virginia,
         Maryland and North Carolina with a right of first refusal for any other
         state in the eastern United States. INFC closed this subsidiary
         effective March, 2001, due to losses incurred in continuing to operate
         this subsidiary.

         On March 12, 1998, INFC completed the sale of substantially all of the
         environmental assets to ETS Acquisition, Inc. In connection with the
         sale, INFC sold a portion of its assets and liabilities relating to the
         Limestone Emission Control ("LEC") technology, including patents and
         licenses, to Christel Clear Technologies, Inc. ("CCTI"). Also, INFC
         entered into a Management Agreement with Air Technologies, Inc.
         ("ATI"), a newly-formed firm based in Roanoke, Virginia, to provide
         management services with respect to INFC's contract to supply to China
         Steel Corporation ("CSC") sulfur dioxide removal systems utilizing the
         LEC technology (the "CSC Contract").

         ATI and CCTI have agreed to accept responsibility for any potential
         liabilities associated with the CSC Contract and to provide their best
         efforts to have the CSC Contract assigned without recourse from INFC to
         ATI. However, although negotiations are underway with CSC, INFC has not
         yet been successful in obtaining assignment of the CSC Contract.
         Accordingly, INFC still has potential liability under the CSC Contract
         which could have a material negative impact on INFC's business
         operations. Potential issues have been brought to current management's
         attention regarding the budget to meet certain of the performance
         specifications of the CSC Contract and the overall viability of the LEC
         technology for wide-scale commercialization. If the LEC technology does
         not meet contract specifications, CSC may seek to impose financial
         penalties or attempt to recover damages or obtain other relief under
         the CSC Contract, including drawing down on the $600,000 performance
         bond posted by INFC. As of March 31,

                                        3

<PAGE>

         2002, management does not believe that CSC will draw against the
         performance bond and management expects the contract to be completed by
         September 2002. There is a one year warranty period, and the
         performance bond will be terminated and the money posted by INFC will
         be returned.

         Suppliers and Licenses

         INFC's materials and equipment are generally available from several
         suppliers. However, INFC believes that Ultraliner is presently the sole
         source of proprietary Ultraliner material and, therefore, ICVA is
         presently dependent upon Ultraliner for its supply of Ultraliner
         material. During the last three years, ICVA has not experienced any
         difficulty in obtaining adequate supplies of Ultraliner tube material.

         Because of the availability of alternate or similar trenchless
         technology process, INFC management does not believe that the loss of
         the current licenses by ICVA would be material to INFC's business
         operations. See "Competition" below.

         Revenue Recognition, Contract Awards and Backlog

         INFC recognizes revenues using the percentage-of-completion method. The
         installation process generally is performed between manholes or similar
         access points within a twenty-four hour period. A rehabilitated
         pipeline section is considered completed work and is generally billable
         to the customer. In most cases, contracts consisting of individual line
         sections have a duration of less than one year. Billings are prepared
         according to specific terms of individual contracts. Contracts will
         generally provide for periodic payments as work is completed, with
         final amounts due upon completion and acceptance of the project by the
         customer.

         Customers

         During fiscal year 2002, INFC, through ICVA and ICTI, performed
         infrastructure services under contracts with governmental authorities,
         private industries and commercial entities. In each of the last three
         fiscal years, more than 35% of INFC's infrastructure revenues came from
         state and local government entities - cities, counties, state agencies
         and regional authorities. For the year ended March 31, 2002, the
         Company had infrastructure contract revenues from six customers, each
         of which accounted for more than 5% of contract revenues, aggregating
         approximately $9,510,352 or 64% of contract revenues. At March 31,
         2002, four customers had accounts receivable balances which exceeded 5%
         of the trade accounts receivable balance. The accounts receivable
         balances for these customers totaled $1,808,133.

         Municipal Activities

         In order to bid for municipal construction services in Virginia, ICVA
         must "prequalify" for each job (as in the City of Richmond, Virginia)
         or annually prequalify for each community which it serves.
         Prequalification requirements include a proven track record of
         successfully completing similar projects, necessary manpower and
         equipment to commence and complete the project and bonding capacity to
         support the technical and manpower needs. The bond required is a
         "performance and payment bond" issued by a surety company based on
         contractor

                                        4

<PAGE>

         competence and financial backing. ICVA has successfully prequalified
         for every job for which it has bid and is prequalified by all the
         municipalities in which it works.

         Municipalities and the state government must, by law, advertise in
         local newspapers and public bulletin boards and through the Dodge
         Report. The Dodge Report is distributed weekly to subscribers and
         contains all material information on municipal construction projects,
         including description, scope of work, requirements for the contractor,
         estimated amount of bid and availability of plans and specifications,
         thus enabling contractors to decide which projects to pursue and to
         formulate bids. ICVA not only bids on the basis of the specifications
         contained in the Dodge Report, but is also often invited by the
         municipalities themselves to bid on specific projects. ICVA selects the
         projects that it desires to bid based on its analyses of present and
         future work requirements and its anticipation of profitability of the
         project based on the cost of past similar projects. It then prepares
         and submits bids on appropriate projects. Bidding is generally closed.
         Bids are opened in a public place and the low qualified bidder is
         awarded the contract. In some instances, specifically projects for the
         City of Richmond, Virginia and the Commonwealth of Virginia, minority
         participation is required to complete the project and is set forth in
         the requirements and in the bid. Because of its size and experience,
         ICVA has developed an excellent relationship with qualified minority
         contractors who ably perform their tasks as part of the contracting
         team.

         The municipality notifies the low bidder of contract awards in writing,
         stating the time frame in which the project must be completed. If ICVA
         is the low bidder, ICVA must submit a profile called the "Critical Path
         Method" or "CPM" setting forth the time frame in which it intends to
         complete the project so that the designated representative of the
         municipality can follow the project as outlined in the CPM. Projects
         generally run in phases with progress billing on a monthly basis until
         completion.

         Commercial Construction

         ICVA also performs services for developers and corporations. For
         residential and commercial developers, ICVA provides the interface
         between the developer and the local zoning authorities for site
         development plan, sewer and water main hookup and soil conditions. For
         commercial and industrial customers, ICVA provides the technical
         expertise required to maintain the plant conditions in an
         environmentally safe fashion. For example, a factory or office building
         owner often will establish its own sewer system but will later discover
         that the installation does not meet the needs for adequate holding tank
         capacity. ICVA, in such a situation, will design and modify the
         equipment to meet legal and environmental requirements.

         Competition

         The general pipeline reconstruction, rehabilitation and repair business
         is highly competitive. INFC faces competition both from contractors
         employing traditional methods of pipeline replacement and repairs and
         from contractors offering alternative trenchless products and
         technologies.

         The Ultraliner, CIPP and other "fold and formed" processes compete with
         traditional methods of pipe rehabilitation, including full replacement,
         point of repair and sliplining. INFC believes that the "fold and
         formed" process and the CIPP process usually offer a cost advantage
         over full

                                        5

<PAGE>

         replacement, as well as the practical advantage of avoiding excavation.
         In addition, the "fold and formed" process and CIPP process also offer
         qualitatively better rehabilitation than traditional sliplining, which
         may significantly reduce the diameter of the pipe. Grouting is also
         undertaken in the United States. INFC considers grouting a short-term
         repair technique and not a long-term pipeline rehabilitation solution
         competitive with the "fold and formed" process and CIPP process. As a
         practical matter, competition for INFC typically begins at the point
         that an end-user has determined to employ trenchless technology over
         traditional rehabilitation methods involving substantial excavation.

         INFC competes with alternative trenchless technologies, such as
         cured-in-place pipeline rehabilitation. INFC is aware of a number of
         other trenchless technologies both under development and from time to
         time introduced into the market place with mixed results. INFC believes
         that it can compete successfully with these alternative trenchless
         products.

         The principal areas of competition in general pipeline reconstruction,
         rehabilitation and repair include the quality of the work performed,
         the ability to provide a long-term solution to the pipeline problems
         rather than a short-term repair, the amount of disruption to traffic
         and commercial activity and the price. INFC believes that the "fold and
         formed" process competes favorably in each of these areas with
         traditional replacement or repair methods. In particular, the ability
         to install a "fold and formed" product with little or no excavation at
         prices typically at or below traditional open trench replacement method
         is a substantial competitive advantage. Further, despite a small
         reduction in pipe diameter resulting from the installation of the "fold
         and formed" product against the walls of the original pipe, the smooth
         finished interior reduces friction and generally increases flow
         capacity.

         INFC believes that the trenchless pipeline reconstruction market is
         continuing to expand, with the entry of imitation and alternative
         products. INFC believes that its trenchless technology products and
         services are cost-competitive.

         ICVA's competition comes from many smaller and narrowly focused
         companies in the Richmond and Northern Virginia areas. ICVA's major
         competitor in the trenchless sewer and water main rehabilitation
         business is Insituform, Inc., which is a cured-in-place technology.
         ICVA believes that the "fold and formed" technology is superior and
         that it can underbid Insituform on projects and still provide adequate
         margins. However, Insituform has been completing projects for
         municipalities for over a decade, and ICVA must first prove its
         proficiency in trenchless technology to municipalities through
         successful completion of small contracts before it will be chosen on
         larger programs.

         Current Projects

         As of June 3, 2002, ICVA had 9 major projects in progress, primarily
         for municipalities. Such projects have an aggregate contract price of
         approximately $2.5 million. Most of the projects will be completed on
         or before December 31, 2002.

                                        6

<PAGE>

         Supervision and Regulation

         INFC's infrastructure activities are regulated by federal and state
         statutes. In general, federal statues are enforced on the state level
         by the Virginia Department of Labor and Safety for OSHA safety
         standards and by the Virginia Department of Health or Department of
         Public Works for sewer, septic and water systems. INFC does not
         anticipate any material impediments in the use of the "fold and formed"
         process arising from existing or future regulations or requirements,
         including those regulating discharges of materials into the
         environment.

         Employees

         As of March 31, 2002, INFC and ICVA employed 1 and 130 full-time
         personnel, respectively.

ITEM 2 - DESCRIPTION OF PROPERTIES

         Effective in 1994, ICVA entered into a lease of its premises, which are
         owned by the Estate of Stamie E. Lyttle, of which Coleman S. Lyttle, a
         former director of INFC, is executor, at $10,500 per month for two
         years. On February 1, 2002, the lease was renewed for a seven-year term
         and the monthly rental was reduced to $8,000. Rent expense under this
         lease was approximately $121,000 for fiscal 2002. INFC believes that
         the lease is on terms as favorable as those which would be available
         from non-affiliated third parties.

ITEM 3-LEGAL PROCEEDINGS

         Not applicable.

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

         There were no matters submitted to a vote of security holders during
         the fourth quarter of fiscal year 2002.

                                        7

<PAGE>

                                     PART II

ITEM 5-MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information set forth under the caption "Market Information" on
         page 4 of the 2002 Annual Report to Shareholders is incorporated herein
         by reference.

         In September 2000, INFC issued warrants to purchase an aggregate of
         300,000 shares of common stock to a single investor for nominal
         consideration in connection with such investor's conversion of INFC
         debt into equity.

         In December 2000, INFC issued warrants to purchase an aggregate of
         750,000 shares of common stock to a single investor for nominal
         consideration in connection with such investor's conversion of INFC
         debt into equity.

         In September 2000, INFC issued 800,000 shares of Series A Preferred
         Stock to a single investor at an aggregate purchase price of $800,000.

         In September 2000, INFC issued 750,000 shares of Series A Preferred
         Stock to a single investor at an aggregate purchase price of $750,000.

         In April 2001, INFC issued 15,500 shares of Series B Preferred Stock to
         a single investor for nominal consideration in connection with such
         investor's conversion of 1,550,000 shares of Series A Preferred Stock
         into Series B Preferred Stock.

         All securities were issued pursuant to the registration exemption
         provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

         The information set forth under the caption "Management's Discussion
         and Analysis of Financial Condition and Results of Operations" on pages
         6 through 9 of the 2002 Annual Report to Shareholders is incorporated
         herein by reference.

ITEM 7 - FINANCIAL STATEMENTS

         The following consolidated financial statements of INFC and the
         Independent Auditors' Report set forth on pages 10 through 36 of the
         2002 Annual Report to Shareholders are incorporated herein by
         reference:

              1.  Report of Independent Auditors.

              2.  Consolidated Balance Sheets as of March 31, 2002 and March 31,
                  2001.

              3.  Consolidated Statements of Operations for the Years Ended
                  March 31, 2002 and 2001.

                                        8

<PAGE>

              4.  Consolidated Statements of Stockholders' Equity (Deficit) for
                  the Years Ended March 31, 2002 and 2001.

              5.  Consolidated Statements of Cash Flows for the Years Ended
                  March 31, 2002 and 2001.

              6.  Notes to Consolidated Financial Statements as of March 31,
                  2002 and 2001.


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

              Not applicable.

                                        9

<PAGE>

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WTH SECTION 16(A) OF THE EXCHANGE ACT

         The names, ages and positions of all of the executive officers of INFC
         as of March 31, 2002 are listed below with their business experience
         for the past five years. Officers are appointed annually by the Board
         of Directors at the meeting of directors immediately following the
         Annual Meeting of Shareholders. There are no family relationships among
         these officers, nor any agreement or understanding between any officer
         and any other person pursuant to which the officer was selected.

         Previous and Present Duties and Responsibilities:
         ------------------------------------------------

<TABLE>
<CAPTION>
                                                           Position and Business
         Name & Age                                     Experience for Past Five Years
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                               <C>
         James B. Quarles, 48       January 1998 to Present           President and Chief
                                                                      Executive Officer of

                                                                      INFC

                                    October 1997 to February 1998     Sole officer, director and
                                                                      shareholder of Q
                                                                      Enterprises, Inc.,
                                                                      Roanoke, Virginia
                                                                      (consulting)

                                    May 1997 to October 1997          Senior Vice President of
                                                                      INFC

                                    January 1987 to December 1996     Chairman and President
                                                                      of Enviros, Inc., Seattle,
                                                                      WA (biotechnical)

         Allen Kahn, MD             1953 to present                   private practice

                                    1965 to 1995                      various boards including Nease
                                                                      Chemical Company (currently
                                                                      German Chemical Company),
                                                                      Hollymatic Corporation and
                                                                      Pay Fone Systems (currently
                                                                      Pay Chex, Inc.)
</TABLE>

         For information with respect to the Directors of the registrant, see
         "Election of Directors" at page 8 of the Proxy Statement for the Annual
         Meeting of Shareholders to be held July 29, 2002 (the "Proxy
         Statement"), which information is incorporated herein by reference. The
         information with respect to compliance with Section 16(a) of the
         Securities Exchange Act of

                                       10

<PAGE>

         1934, is set forth under the caption "Section 16(a) Beneficial
         Ownership Compliance" at page 9 of the Proxy Statement, and is
         incorporated herein by reference.

ITEM 10 - EXECUTIVE COMPENSATION

         The information set forth under the captions "Executive Compensation,"
         at page 5 of the Proxy Statement is incorporated herein by reference.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

         The information pertaining to shareholders beneficially owning more
         than 5% of the Company's common stock and the security ownership of
         management, which is set forth under the captions "Stock Ownership of
         Certain Beneficial Owners" and "Stock Ownership of Management" on pages
         3 through 5 of the Proxy Statement, and is incorporated herein by
         reference.

         The following table sets forth certain compensation as of March 31,
         2002 with respect to compensation plans under which the Company's
         equity securities are authorized for issuance:

<TABLE>
<CAPTION>
                                                                                                           Number of Securities
                                                  Number of Securities                                   Remaining Available for
                                                 To be Issued Upon the           Weighted-Average         Future Issuance under
                                                Exercise of Outstanding         Exercise Price of       Equity Compensation Plans
                                                 Options, Warrants and         Outstanding Options,       (Excluding Securities
              Plan Category                            Rights (A)            Warrants and Rights (B)     Reflected in Column (A)
---------------------------------------     -----------------------------   --------------------------  --------------------------
<S>                                         <C>                             <C>                         <C>
Equity Compensation Plans Approved by
Security Holders:

   1994 Nonstatutory Option Plan                             40,000                   $1.75                          1,830,150
   1995 Nonstatutory Option Plan                            280,000                   $0.68                          1,488,000
   1997 Nonstatutory Option Plan                          1,560,000                   $0.28                            340,000

Equity Compensation Plans Not Approved by
Security Holders:

          Not applicable                                        ---                     ---                                ---
</TABLE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information with respect to certain transactions with management of
         the registrant, which is set forth under the caption "Transactions with
         Management" at page 8 of the Proxy Statement for the Annual Meeting of
         Shareholders to be held on July 29, 2002, is incorporated herein by
         reference.

                                       11

<PAGE>

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)  List of documents filed as part of this report:

              (a)  Exhibits to this Form 10-KSB are as follows

                 Exhibit No.          Description

                     13               2002 Annual Report to Shareholders
                                      (such report, except to extent
                                      incorporated herein by reference, is
                                      being furnished for the information
                                      of the Commission only and is not to
                                      be deemed filed as part of this
                                      Annual Report on Form 10-K)

                     21               Subsidiaries of the Company

                     23               Consent of Independent Auditor

              (b)  Reports on Form 8-K:

                           Not applicable.

                                       12

<PAGE>

                                   SIGNATURES

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

INFRACOR, INC.

By:    /s/ Allen Kahn, MD                                     7/01/02
       ------------------                                     -------
       Allen Kahn, MD                                         Date
       Secretary

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

/s/ James B. Quarles             7/01/02      President, Chief Executive Officer
----------------------------------------
 James B. Quarles                 Date        and Director

/s/ Terence R. Dellecker         7/01/02      Director
----------------------------------------
Terence R. Dellecker              Date

/s/ Allen Kahn                   7/01/02      Director
----------------------------------------
Allen Kahn                        Date

/s/ James G. Zumwalt             7/01/02      Director
----------------------------------------
James G. Zumwalt                  Date

                                       13

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.      Description

     13          2002 Annual Report to Shareholders (such report, except to the
                 extent incorporated herein by reference, is being furnished for
                 the information of the Commission only and is not to be deemed
                 filed as part of this Annual Report on Form 10-KSB)

     21          Subsidiaries of the Company

     23          Consent of Independent Auditors