----------------------------------------------------------------------
                     U.S. 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 December 31, 2001
   ______________________________________________________________

                  Commission File No.: 0-10854
    ___________________________________________________________

                            ORS AUTOMATION, INC.
          (Exact name of registrant as specified in its charter)

                DELAWARE               I.R.S. Employer Identification
    (State or other jurisdiction of                 No. 13-27956-75
    incorporation or organization)

              10 Channing Way, Princeton Junction, New Jersey
                  (Address of principal executive offices)

           08543                           (609) 924-1667
        (Zip Code)               (Registrant's Telephone Number)

   Securities registered pursuant to Section 12(b) of the Act:
           Title of each class:    None
           Name of each exchange on which registered:   None

    Securities registered pursuant to Section 12(g) of the Act:
           Common Stock ($.01 par value per share)

     Check whether the issuer (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 registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes /X/    No

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrants 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.  /X/

     State issuer's revenues for its most recent fiscal year:  $706,722

     As of March 1, 2002, the aggregate market value of the voting stock
held by non-affiliates of the registrant was:   $71,621.

     Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes  /X/   No

     As of March 1, 2002, 8,758,443 shares of the registrants Common Stock
and 12,000,000 shares of Class A Common Stock were outstanding.

     Transitional Small Business Disclosure Format:  Yes   No /X/


                              PART 1

Item 1.  Description of Business

(a)  State of Incorporation; Offices and Facilities

          ORS Automation, Inc. ("ORS"), the registrant, was incorporated under
the laws of the State of Delaware in 1968 and commenced operations in 1972.
The Company closed its production facilities on December 28, 2001. Effective
January 1, 2002, ORS no longer conducted operations and moved its
administrative office to 10 Channing Way, Princeton Junction, New Jersey 08550.

(b) Nature of Business

          In the fiscal year ended December 31, 2001, ORS was primarily engaged
in the production and sale of computer-based vision products for automatic part
alignment, machine guidance, identification, inspection, control of industrial
processes and visual sensing systems for use with industrial automation
equipment. These products and control systems were sold to machine manufacturers
who then incorporated them into their machines which were sold to the end user.
The end users were typically automated, high volume electronic circuit and
component manufacturers globally located.

(c) Corporate Developments -- ORS Ceases Operations

          Due to the nature of its business, which required close working
relationships with its customers, ORS had always depended on a few major
customers that could be supported by its engineering department. A principal
customer of ORS, which accounted for 69% of sales in 1999 and 73% of sales in
the first three quarters of 2000 decided to manufacture in-house the products
it was purchasing from ORS, and canceled substantially all outstanding
purchase orders with ORS. In the third quarter of 2001, ORS was advised by its
remaining major customer and principal shareholder, Affiliated Manufacturers,
Inc., accounting for 21% of sales in 2000, that it did not anticipate making
purchases for the remainder of 2001 and extending through 2002. Due to the
current world-wide economic slump and in particular, the major decline in
electronics manufacturing activity, ORS was not able to replace this lost
business.

         Based upon these conditions, after paying employee costs through the
fourth quarter of 2001, ORS did not have sufficient cash to continue in
operation after December 31, 2001. Thus, effective January 1, 2002 ORS no longer
conducted operations. Although ORS maintains an administrative office, its
principal function on and after January 1, 2002 is to look for opportunities to
maximize the value of ORS tangible and intangible assets.

 (d) Company's Technology

          For the fiscal year ended December 31, 2001, ORS's area of business
was machine vision technology which evolved out of digital image processing
research conducted in the past two decades. With lower costs and greatly
increased speeds made possible by advances in micro-electronics, machine vision
became practical for industrial use.

          ORS vision systems were specifically oriented toward the recognition
of visual patterns to determine an object's identity, position and quality.
This information was used in conjunction with computer-based automation to
control processes, machines and production quality.  The principal vision
products produced by ORS were comprised of a range of proprietary software
processing algorithms, signal processors, and peripheral equipment.  Where
possible, these products utilized commercially available hardware components

                               2
(e.g. television cameras, analog to digital converters, digital storage
devices, display devices and microcomputers). With these capabilities, ORS's
products were used to provide guidance information to automatic precision
machinery, primarily in the electronics manufacturing area.

 (e) Products

          Since 1986, ORS had concentrated its resources in refining and
expanding guidance applications for stencil and screen printers used in the
manufacture of electronic circuit boards and micro-circuit printing on ceramic
substrates. The resulting units had high processing speeds with the
flexibility to make them cost-effective in the factory environment. ORS'
principal product in this area was "i-lign", which automatically and precisely
positions patterned materials for further processing such as printing, and for
other processing with various machine tools.

          During the fiscal year ended December 31, 2001, ORS tried to expand
the market niches in which it has demonstrated technical and marketing
capability, namely alignment systems and machine control applications. In these
markets, ORS emphasized the factory-ready nature of its products and its
experience in automation in the electronics industry, to provide a cost-
justified return to both equipment manufacturers and end user customers. ORS'
attempts to expand its sales were unsuccessful.

(f) Manufacturing

          During the fiscal year ended December 31, 2001, ORS assembled its
vision and control products entirely from electronics and other components
purchased from nonaffiliated supply sources. The major components of the
products (cameras, display devices, microcomputers, controls, mechanical
assemblies and cabinets) were available from various sources. To these, ORS
added its proprietary software and graphical user interfaces.

 (g) 2001 Sales

          ORS sold its products principally to manufacturers of automation
equipment for the electronics industry. Sales of $706,722 during the 2001 fiscal
year were down 46% from sales of $1,299,287 for the 2000 fiscal year. This sharp
reduction in sales with no prospects on the horizon led to the decision to
terminate operations as of January 1, 2002

 (h) Patents and Trademarks

          ORS holds United States Patent No. 3,877,019, titled
"Photo-measuring Materials Device for Computer Storage of Photographic and
Other Materials", granted April 8, 1975;  No. 3,908,078, titled "Method and
Apparatus for Digital Recognition of Objects Particularly Biological
Materials", granted September 23, 1975; No. 4,613,269, titled "Robotic
Acquisition of Objects By Means Including Histogram Techniques", granted
September 23, 1986 and No. 4,642,813, titled "Electro-Optical Quality Control
Inspection of Elements on a Product", granted February 10, 1987. Although ORS
relied primarily on its technological know-how and expertise in the field
of machine vision, some products were nevertheless based, in part, on the
technology underlying these patents.  No assurance can be given as to the
validity and scope of the protection provided by these patents.

          ORS holds and used several registered trademarks. "ORS" was used as a
general identifying symbol in respect of its Products. "i-bot" was used in
conjunction with systems when adapted for use with industrial robots and the
related electronic grippers. "FLEXVISION" identified a flexible image
computer. The alignment products were identified by "i-lign" and circuit board
inspection systems were identified by "i-flex". ORS has also copyrighted
critical software.
                                  3


(i) Product Development

          During fiscal years 2001 and 2000 ORS expended approximately
$185,440 and $229,630, respectively, on software and product development
activities.  The product development in 2001 continued the development of more
artificial intelligence in the vision algorithm setups. Using expert system
rules-based algorithms, a complete point and click setup wizard allowed
optimized program settings without requiring vision system expertise on the
part of the end user. Even though existing software was restructured in fiscal
2001to make it more general and easier to merge with potential customer's
proprietary software, no significant sales resulted from these efforts in fiscal
2001.

(j) Competition

          ORS believes that there are a substantial number of competitors in
the automatic machine vision identification, inspection and control markets in
which ORS' products compete. Recently several of these competitors have merged
to improve their market position. There are several products now available
that perform functions similar to those performed by existing ORS products and
those that ORS intended to produce. Presently the field appears to be dominated
by a few companies, the most prominent being Cognex, Robot Vision Systems,
Electro Scientific Industries, CyberOptics and Omron Electronics, all of whom
have experienced significant decreases in sales and profits. These companies
possess financial resources and research and development staffs far greater than
those of ORS and have a greater ability to survive in the present economic
environment.

(k) Employees

          As a result of ORS ceasing its operations  as of December 31, 2001,
all ORS employees were terminated. Effective January 1, 2002, ORS had no
employees.

Item 2.  Description of Property

          As a result of ORS ceasing its operations, December 31, 2001, ORS
relinquished 7,695 square feet of leased office and engineering space at 402
Wall Street, Princeton, New Jersey  08540. Effective January 1, 2002, records
are temporarily being stored in a segregated area at the offices of Affiliated
Manufacturers, Inc. located at 3087 U.S. Highway 22, North Branch, New Jersey,
08876 at no cost to the company. ORS administrative functions are being
conducted rent free at 10 Channing Way, Princeton Junction, New Jersey 08550.


Item 3. Legal Proceedings

          There are no known legal actions in which ORS is a party.

Item 4.  Submission of Matters to a Vote of Security Holders
          None










                                  4
                               PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

          On October 15, 1986, ORS' common stock was delisted from NASDAQ for
failure to meet the minimum capital and surplus requirements of the NASD
By-Laws. Since there are no market makers for ORS' stock, trading, if any, has
been sporadic. As of December 31, 2001 there were 548 holders of record of
ORS' common stock.

          ORS has neither declared nor paid any dividends on its shares of
Common Stock or Preferred Stock since its inception. Any decision as to the
future payment of dividends will depend on the earnings and financial position
of ORS and such other factors as the Board of Directors deems relevant.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The table below presents selected financial data for ORS for the past two
years.

  Results of Operations
For The Year Ended December 31,         2001                    2000
-------------------------            -------------         -------------
 Sales                                $ 706,722            $ 1,299,287

 (Loss) Income From Operations         (375,050)                16,066

 Net (Loss) Income                     (343,899)                 8,885

 Basic Earnings (Loss) per Common Share   (0.02)                 0.00

 Financial Position at
    December 31,

 Total Assets                        $    71,012            $   899,260

 Total Liabilities                        28,311                512,660

 Shareholder's Equity                     42,701                386,600

     As discussed in the notes to the financial statements, a significant
portion of ORS' sales were to two major customers. The loss of one of these
customers in 2000 and the reduction in sales to the other major customer
resulted in no foreseeable backlog in 2002. Due to the current world-wide
economic slump and in particular, the major decline in electronics manufacturing
activity, ORS was unable to replace this lost business.

     Based upon these conditions, after paying employee costs through the fourth
quarter of 2001, ORS did not have sufficient cash to continue in operation after
December 31, 2001. Thus, effective January 1, 2002, ORS no longer conducted
operations. Although ORS maintains an administrative office, its principal
function on and after January 1, 2002 is to look for  opportunities to maximize
the value of ORS' tangible and intangible assets.

     The cost of the components for ORS' products (primarily electronic
components) had been decreasing in recent years, whereas the capacity and
capability of such items had been increasing. ORS' strategy was thus to increase
its software emphasis, however, as ORS increased its software emphasis, product
development labor costs increased. Therefore, ORS had to increase the sales of
its products and improve margins in order to generate sufficient cash to
continue operations. Due to market conditions, ORS was not able to achieve these
objectives.

                                    5
                          Results of Operations

     Comparing the results of operations of fiscal 2001 with fiscal 2000, sales
of $706,722 for 2001 decreased approximately 46% from 2000 sales of $1,299,287.
Affiliated Manufacturers, Inc., ("AMI"), which has a controlling interest in
ORS, accounted for 43% of the sales in 2001 compared with 21% of sales in 2000.
In the third quarter of 2001, ORS was advised by AMI that it did not anticipate
making any more purchases in 2001 and 2002 because it had sufficient inventory
of ORS product.

     The gross profit decreased to 10% of sales in 2001 as compared to 35% of
sales in 2000. This decrease was largely due to competitive price pressures and
having to sell in a marketplace with a downturn in demand  and the loss of sales
to principal customers.  Administrative, Marketing and General expenses remained
Approximately the same at $448,316 for fiscal 2001 as compared to $441,720 for
fiscal 2000.

     Software and product development expense decreased 19% to approximately
$185,440 in 2001 compared to approximately $229,630 in 2000. This decrease was
primarily due to reduced efforts related to new product development while
concentrating on preparation of existing products to make them more acceptable
for licensing agreements.

     The loss from operations for the year ended December 31, 2001 was
$375,050, as compared to income from operations of $16,066 for the year ended
December 31, 2000. As discussed above, our principal customer, who accounted for
69% of sales in 1999 and 73% of sales in the first three quarters of 2000
decided to manufacture in-house the products it was purchasing from ORS, and
canceled substantially all outstanding purchase orders with ORS. In the third
quarter of 2001, ORS was advised by its remaining major customer and principal
shareholder, Affiliated Manufacturers, Inc., accounting for 21% of sales in
2000, that it did not anticipate making purchases for the remainder of 2001 and
extending through 2002.

      In 2001, ORS had "Other Income" of $31,151 as compared to "Other Expenses"
of $5,264 in 2000. As a result, loss before provision for income taxes was
$343,899 for 2001, as compared to net income before provision for income taxes
of $10,802 for 2000. At December 31, 2001 and December 31, 2000 there were no
remaining state net operating loss carryforwards, resulting in a provision of
$1,917 for state income tax in 2000. Net loss for 2001 was $343,899 as compared
to income of $8,885 for 2000. There was no provision for federal income taxes
as a result of ORS' net operating loss carryforwards.

                        Liquidity and Capital Resources

      As of December 31, 2001, the Company owed AMI a note payable plus accrued
interest.  The principal amounted to $166,102. Accrued interest was calculated
using simple interest at a rate of 12% per annum and amounted to $323,893.  As
of December 31, 2001, accounts receivable from this related party amounted to
$489,995.

     In the third Quarter of 2001, AMI, a principal shareholder and principal
customer of the Company, indicated that it did not anticipate making any
purchases of the Company's products and services for the remainder of 2001 and
2002, and that rather than paying the Company $489,995 owed to the Company, it
would offset those accounts receivable against notes and accrued interest, which
the Company owes to AMI. As of December 31, 2001, the two companies agreed to
offset the payables and receivables in the amount of $489,995.





                                   6


     Based on the foregoing, ORS determined that its available cash flow would
only allow it to continue operations until December 31, 2001, unless it was able
to generate new sales of its products and services during that period of time.
ORS was unable to generate new sales during that period. Thus, effective
December 31, 2001, ORS ceased its operations.

     In 2001, operating activities used $332,616, principally from the operating
loss of $343,899. An increase in accounts receivable of $137,739 was offset by a
decrease in Inventory of $155,043 and a re-evaluation of priority tax claims and
interest allowances of $29,475. Accounts payable increased $20,172 primarily due
to a negotiated agreement to pay former employee's medical insurance premiums
until December 31, 2002.  In 2000, operations activities provided $233,810,
principally from a decrease in accounts receivable of $200,000,
an decrease in inventory of $16,374, offset by income from operations.

      As a result of the foregoing, ORS had a net decrease in cash in 2001 of
$320,622 which resulted in cash on hand at December 31, 2001 of $69,906.


     Total stockholder's equity of $386,600 in 2000 decreased to a
stockholder's equity of $42,701 in 2001.

     After paying employee costs through the fourth quarter of 2001, ORS did not
have sufficient cash to continue in operation after December 31, 2001. Thus,
effective January 1, 2002, ORS no longer conducted operations. Although ORS
maintains an administrative office, its principal function on and after January
1, 2002 is to seek opportunities to maximize the value of its tangible and
intangible assets.

      All statements in this report that are not historical are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act as amended, including statements regarding ORS statements
regarding future sales and its efforts to attract new customers for its
products and develop new  products. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected, including, but not limited to, uncertainties relating to
technologies, product development, our ability to generate sufficient cash
from operations or from investors or lenders to fund product development and
sales and marketing efforts needed to attract new customers, operations,
manufacturing, market acceptance, cost and price of ORS  products, ability to
attract new customers, regulatory approvals, competition, intellectual
property of others, and patent protection and litigation.  ORS expressly
disclaims any obligation or undertaking to release publicly any updated or
revisions to any forward-looking statements contained herein to reflect any
change in ORS s expectations with regard thereto or any change in events,
conditions, or circumstances on which any such statements are based.


Item 7.  Financial Statements and Supplementary Data

     Financial Statements and schedules filed herewith are listed in the table
of contents to the financial statements on page F-2.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

        None




                                     7


                                 Part III

Item 9.  Directors and Executive Officers of the Registrant

        On September 20, 2001 two directors of the Company, William Trautman and
Howard W. Imhof, resigned as directors of the Company. In the resignations, the
directors did not state any disagreements with the Company on any matter
relating to the Company's operations, policies or practices. As a result of
these resignations, Edward Kornstein, the President of the Company, is currently
the Company's sole director.

The directors and executive officers of the Company are:

Name               Positions with registrant         Has served as
                   and age as of March 1, 2002      director since
-----------       ---------------------------      -------------

Edward Kornstein         Chairman of the Board           1991
                         Chief Executive Officer
                         and Treasurer, 72

Patricia Newbill         Secretary, 69                   ----


          Edward Kornstein, Chairman of the Board, Chief Executive Office,
Treasurer and Director. Mr. Kornstein has been President of ORS since February
1987, Director since 1991, and Chairman of the Board and Treasurer since 1997.
From 1978 to 1987, he held various management positions with ORS. Prior to
joining ORS, Mr. Kornstein was the owner of Kortron, a consulting firm, and
previously held executive and management positions with Optel Corporation and
RCA.

          Patricia M. Newbill, Secretary. Ms Newbill was elected Secretary of
the Company in 1997 and is currently Secretary of Affiliated Manufacturers,
Inc. Ms. Newbill is an Administrative Assistant at Affiliated Manufacturers, a
position she has held since 1987.


Item 10.  Executive Compensation

     The following summary compensation table sets forth all compensation
paid by ORS during the fiscal years ended December 31, 2001, 2000 and 1999 in
all capacities for the accounts of the Chief Executive Officer (CEO) and
President.

Name and Principal                  Annual           Restricted
         Position           Year      Compensation      Stock Awards
     -------------------    -----      ----------         ----------

Edward Kornstein,            2001       $ 40,181              0
   President/CEO             2000       $ 43,563           200,000
                             1999       $ 55,262              0

     Directors do not receive any monetary remuneration for their services as
such. The Company does not have a pension plan.

                               Stock Options

     Under the terms of the Reorganization Plan confirmed in 1991, all options
and warrants then outstanding were canceled. Since then, no options or
warrants have been granted.

                                   8


Item 11.  Security Ownership of Certain Beneficial Owners
           and Management

     The following table sets forth the number and percentage of the shares of
ORS' voting stock owned as of March 1, 2002 by all persons known to ORS who
own more than 5% of the outstanding number of such shares, by all directors of
ORS, and by all officers and directors of ORS as a group.  Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.


  Title                      Number of Shares             Percent
 of Class       Name         Beneficially Owned           of Class
----------     -------       --------------------         -------

  Common  Affiliated           13,076,250                  63.0%
          Manufacturers Inc.
          U.S.Highway 22, P.O.
          Box 5049 North
          Branch, NJ 08876

  Common  Edward Kornstein        520,064                   2.5%
          Chairman, CEO,
          Director,
          ORS Automation, Inc.
          P.O. Box 2215
          Princeton, NJ 08543

  Common  All Directors and       520,064                   2.5%
          Officers as a group

Affiliated Manufacturers, Inc.'s holdings includes 1,076,250 shares of Common
Stock, $0.01 par value, and 12,000,000 shares of Class A Common Stock, $0.0035
par value. The ORS Class A Common Stock has the same rights and preferences as
the ORS' Common Stock, $0.01 par value.

                       Series A Preferred Stock

  Title
 of Class            Name       Number of Shares           Percent
                               Beneficially Owned          of Class
-----------      -----------   ------------------         ----------

 Series A     Affiliated             1,000,000              100%
 Preferred    Manufacturers Inc.
              U.S.Highway 22, P.O.
              Box 5049 North
              Branch, NJ 08876

Each share of Series A Preferred Stock, $0.01 par value, has the same
rights and preferences as the Company's Common Stock, $0.01 par value.


Item 12. Certain Relationships and Related Transactions

     Affiliated Manufacturers, Inc., a principal shareholder of ORS, currently
holds a first priority secured note from ORS. As of December 31, 2001, the
principal amounted to $166,102 and the accrued interest, which is being
calculated using simple interest on a quarterly basis at a rate of 12% per
annum, amounted to $323,893. No payments were made to Affiliated

                                9
Manufacturers, Inc. in 2001 and 2000.

     Sales to Affiliated Manufacturers, Inc. for the years ended December 31,
2001 and 2000 were $301,819 and $271,824, respectively. The sales represent
approximately 43% and 21%, respectively, of the total sales of ORS for those
years. At December 31, 2001 and December 31, 2000, accounts receivable from
Affiliated Manufacturers, Inc. amounted to $489,995 and $250,677,
respectively. As of December 31, 2001, the two companies agreed offset the
payables and receivables in the amount of $489,995.



                                 PART IV


Item 13.  Exhibits List and Reports on Form 8-K

     (a) Reports on Form 8-K

              (1)  On September 20, 2001, ORS filed a Form 8-K  listing matters
under Item 5, involving resignations of two directors and adverse developments
with a principal customer.

              (2)  On November 13, 2001, ORS filed a Form 8-K/A amending certain
items in the Form 8-K filed on september 20, 2001.



     (b) Exhibits

         See Page 11 for a List of Exhibits.






























                                   10

 Method of Filing               Exhibit No.                Exhibits
------------------             -----------               -------------
Incorporated by reference         2(a)          Plan of Reorganization under
to Form 8-K, dated                              Chapter 11 of the United
 April 29, 1991.                                States Bankruptcy Code, dated
                                                April 8, 1991

Incorporated by reference         2(b)          Order Closing Case and Issuing
to Exhibit 2(b) to Form                         Final Decree Pursuant to 11
10KSB, for the year ended                       U.S.C. Section 350(a) and
December 31, 1992.                              Bankruptcy Rules 3022 and
                                                5009, dated September 1, 1992

Incorporated by reference         3(a)          Certificate of Incorporation
to Exhibit 3(a) to Form                         of ORS Automation, Inc. as
S-1, File No. 2-70609.                          amended through December 29,
                                                1980.

Incorporated by reference         3(b)          By-Laws of ORS Automation,
to Exhibit 3(b) to Form                         Inc.
S-1, File No. 2-70609.

Incorporated by reference         3(c)          Certificate of Amendment of
to Exhibit 3 to Form 10-Q                       Certificate of Incorporation
for the Quarter ended                           of ORS Automation, Inc. filed
June 30, 1983.                                  with the Secretary of State of
                                                Delaware on May 27, 1983.

Incorporated by reference         3(d)          Certificate of Amendment of
to Exhibit 3(d) to Form                         Certificate of Incorporation
10-K, for the Year ended                        of ORS Automation, Inc. filed
December 31, 1991.                              with the Secretary of State of
                                                Delaware on May 30, 1985.

Incorporated by reference         3(e)          Certificate of Designations of
to Exhibit 3(e) to Form                         The Preferred Stock of
10-K, for the Year ended                        ORS Automation, Inc. filed
December 31, 1991.                              with the Secretary of State
                                                of Delaware on December 30,
                                                1986.

Incorporated by reference         3(f)          Certificate of Reorganization
to Exhibit 3(f) to Form                         and Amendment Pending
10-K, for the Year ended                        Confirmation of Plan of
December 31, 1991.                              Reorganization of ORS
                                                Automation, Inc. filed with
                                                the Secretary of State of
                                                Delaware on December 30, 1986.

Incorporated by reference         10(a)         Lease by and between ORS
to Exhibit 10(a) to Form                        Automation, Inc. and SLM II,
10-K, for the Year ended                        dated June 28, 1991.
December 31, 1991.

Incorporated by reference         10(b)         Amendment "B" to Lease by and
to Exhibit 10(b) to Form                        between ORS Automation, Inc.
10KSB, for the year ended                       and SLM II dated May 22, 1992.
December 31, 1992

Incorporated by reference         10(c)         Amendment "F" to Lease by and
To Exhibit 10(c) to Form                        between ORS Automation, Inc.
10KSB, for the year ended                       and SLM II dated July 7,2000.
December 31, 2000
                                 11



                                 SIGNATURES

     In accordance with 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.

                            ORS AUTOMATION, INC.
                                (Registrant)

    By:  ______/s/ Edward Kornstein______     Dated:  March 28, 2002
         Edward Kornstein, Chairman, President

     In Accordance with 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.

             Name                Date          Position with Registrant
          ------------        ------------      -----------------------

  /s/ Edward Kornstein         3/28/02          Chairman, CEO, Treasurer
                                                (Chief Financial Officer)







































                                     12










                          ORS AUTOMATION, INC.

                          FINANCIAL STATEMENTS

                            DECEMBER 31, 2001















































                                   F-1

                          ORS AUTOMATION, INC.
                     CONTENTS TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001

                                                                 Page


Independent Auditors' Report                                     F-3


Balance Sheet
December 31, 2001                                                F-4


Statements of Operations
For the Years Ended December 31, 2001 and 2000                   F-5


Statements of Stockholders' Equity
For the Years Ended December 31, 2001 and 2000                   F-6


Statements of Cash Flows
For the Years Ended December 31, 2001 and 2000                   F-7


Notes to Financial Statements                                    F-8 - F-12

































                                       F-2



                             WithumSmith+Brown
                         A Professional Corporation
                  Certified Public Accountants & Consultants
                              P. O. Box 646
                             81 Park Avenue
                         Flemington, NJ  08822


INDEPENDENT AUDITORS' REPORT



To the Board of Directors,
ORS Automation, Inc.:

We have audited the accompanying balance sheet of ORS Automation, Inc. as of
December 31, 2001, and the related statements of operations, stockholders'
equity and cash flows for the years ending December 31, 2001 and 2000.  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 ORS Automation, Inc. as of
December 31, 2001, and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As further discussed in Note 1B to
the financial statements, the Company, as of December 31, 2001, has ceased
business operations. In order to begin operations again, the Company requires
additional capital infusions to acquire or develop business opportunities. If
management is unsuccessful in this regard, they would seek to sell or dissolve
the Company. These factors raises substantial doubt about the Company's ability
to continue as a going concern.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


WithumSmith+Brown
Flemington, NJ
February 25, 2002









                                      F-3





                           ORS AUTOMATION, INC.
                               BALANCE SHEET
                             DECEMBER 31, 2001

           ASSETS

Current Assets:
      Cash                                              $       69,906
      Prepaid expenses                                           1,106
                                                         -------------
           TOTAL ASSETS                                 $       71,012
                                                        ==============
           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
      Accounts payable and accrued expenses             $       28,311

Stockholders' Equity:
      Preferred stock                                           10,000
      Common stock                                             129,584
      Capital in excess of par value                        24,914,163
      Accumulated deficit                                  (25,011,046)
                                                         --------------
           Total Stockholders' Equity                           42,701
                                                         --------------
           TOTAL LIABILITIES AND STOCKHOLDERS'
                   EQUITY                                $      71,012
                                                         =============





























    The Notes to Financial Statements are an integral part of this statement
                                       F-4



                          ORS AUTOMATION, INC.
                        STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                             2001                    2000
                                            ------                  -----
Sales, Net                             $      706,722        $   1,299,287

Cost of Goods Sold                            633,456              841,501
                                           ----------           ----------
         Gross Profit                          73,266              457,786

Administrative, Marketing and General
  Expenses                                    448,316              441,720
                                          -----------           -----------
(Loss) Income From Operations                (375,050)              16,066

Other Income (Expense):
       Gain on sale of fixed assets             9,844                  --
       Interest income                         11,788               22,292
       Interest expense                       (15,522)             (21,080)
       Depreciation                            (5,008)              (6,476)
       Change in estimate of state priority
         tax claims  payable                   30,049                  --
                                          ------------           -----------
          Total Other Income (Expense), Net    31,151               (5,264)
                                          ------------           -----------
(Loss) Income Before Provision for
        Income Taxes                         (343,899)              10,802

Provision for Income Taxes                       --                  1,917
                                          ------------           ----------
Net (Loss) Income                      $     (343,899)    $          8,885
                                       ==============     =================
Basic Earnings (Loss) Per Common Share $         (.02)    $            .00
                                       ==============     ================
Common Shares Used in Computing Basic
  Earnings (Loss) Per Common Share         20,758,443           20,702,110
                                        ==============     ================





















 The Notes to Financial Statements are an integral part of these statements
                                         F-5





                         ORS AUTOMATION, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                        Preferred Stock           Class A Common Stock
                      Shares    Par Value          Shares    Par Value
                    ---------   --------       -----------  -----------

Balance at
Dec. 31, 1999      1,000,000         10,000     12,000,000       42,000

Net Income             -              -             -               -

Balance at
Dec. 31, 2000      1,000,000      $  10,000     12,000,000     $ 42,000

Net Loss               -              -             -               -

Balance at
Dec. 31, 2001      1,000,000      $  10,000     12,000,000     $ 42,000
                  ============    ==========    ===========    ========



           Common Stock       Capital in    Accumulated          Total
         Shares    Par Value  Excess of Par   Deficit      Stockholders
                                    Value                      Equity
         ---------   --------   -----------  -----------  ------------

Balance at
Dec. 31, 1999
        8,082,443   $80,824   $24,914,163  ($24,676,032)    $370,955

Net Income
             -           -          -             8,885        8,885

Issuance of Common Stock
  For Services Rendered
          676,000     6,760         -             -            6,760
      -----------   --------   ----------   -----------      ---------
Balance at
Dec. 31, 2000
       8,758,443     87,584    24,914,163   (24,667,147)      386,600

Net Loss                                       (343,899)     (343,899)

Balance at
Dec. 31, 2001
      8,758,443     $87,584   $24,914,163  ($25,011,046)      $42,701
      =========     =======   ===========   ============      =======






The Notes to Financial Statements are an integral part of these statements
                                 F-6


                            ORS AUTOMATION, INC.
                          STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                  2001                  2000
                                                  ----                  ----
Cash Flows From Operating Activities:
    Net income (loss)                        $    (343,899)     $      8,885
    Adjustments to reconcile net income (loss)
      to net cash provided by (used in)
      operating activities:
       Common stock issued for services rendered      --               6,760
       Change in estimate of state
           priority claims                         (29,475)            1,148
       Depreciation                                  5,008             6,476
       Gain on sale of property and equipment       (9,844)              --
       Cash provided by (used in) changes in:
          Accounts receivable, net                (137,739)          200,158
          Inventory, net                           155,043            16,374
          Prepaid expenses                            (114)              682
          Accounts payable and accrued expenses     20,172           (16,373)
          Income taxes payable                       8,232            (2,000)
          Prepaid income taxes                        --              (8,323)

          Accrued interest payable-note payable-
              related party                           --              19,932
                                                  ----------       ----------
               Net Cash Provided by (Used In)
                 Operating Activities             (332,616)          233,810

Cash Flows From Investing Activities:
    Proceeds from sale of property and equipment    11,994              --
                                                 ----------         --------
Net  Increase (Decrease) in Cash                  (320,622)          233,810

Cash at the Beginning of the Year                  390,528           156,718
                                                 ----------         ---------
Cash at the End of the Year                  $      69,906      $    390,528
                                              =============      ============

Supplemental Disclosure of Cash Flow Information:
                                                     2001             2000
                                                     ----             ----
       Cash paid during the year for:
               Interest                      $        --        $      --
               Income taxes                  $        --        $      9,801


Supplemental Schedule of Non-Cash Investing and Financing Activities:

     In December 2001, the Company entered into a settlement agreement with its
majority stockholder, AMI, regarding accounts receivable, notes payable and
interest payable. See Note 4C








 The Notes to Financial Statements are an integral part of these statements
                                     F-7

                       ORS AUTOMATION, INC.
                    NOTES TO FINANCIAL STATEMENTS

Note  1 - Summary of Significant Accounting Policies:

            A. Nature of the Business
                 ORS Automation, Inc. is primarily engaged in the production
                 and sales of microcomputer based hardware and software
                 vision products for automatic control of industrial processes.
                 The products are supplied as sub-assemblies or add-ons to
                 machine manufacturers, who incorporate these products into
                 their equipment.

            B. Basis of Presentation
                 The accompanying financial statements have been prepared in
                 conformity with generally accepted accounting principles,
                 which contemplate continuation of the Company as a going
                 concern. However, the Company has ceased operations as of
                 December 31, 2001. In order to begin operations again, the
                 Company requires additional capital infusions to acquire or
                 develop business opportunities. If management is unsuccessful
                 in this regard, they would seek to sell or dissolve the
                 Company. These factors raises substantial doubt about the
                 Company's ability to continue as a going concern.  The
                 financial statements do not include any adjustments that might
                 result from the outcome of this uncertainty.

            C.  Concentration of Credit Risk
                 The Company maintains its cash and cash equivalents in bank
                 deposit accounts at high credit quality financial institutions.
                 The balances, at times, may exceed federally insured limits.
                 As part of its cash management process, the Company
                 periodically reviews the relative credit standing of these
                 banks.

            D.  Revenue Recognition
                 Sales of products are recorded in the period the units are
                 shipped.

            E.  Estimates
                 The preparation of financial statements in conformity with
                 generally accepted accounting principles requires management
                 to make estimates and assumptions that affect certain
                 reported amounts and disclosures.  Accordingly, actual
                 results could differ from those estimates.


             F.  Income Taxes:
                 Deferred income tax assets and liabilities are recognized for
                 the differences between financial and income tax reporting
                 basis of assets and liabilities based on enacted tax rates and
                 laws.  The deferred income tax provision or benefit
                 generally reflects the net change in deferred income tax
                 assets and liabilities during the year.  The current income
                 tax provision reflects the tax consequences of revenues and
                 expenses currently taxable or deductible  on the Company's
                 various income tax returns for the year reported.  The
                 Company's only significant deferred tax items are net
                 operating loss carryforwards.




                                 F-8




                           ORS AUTOMATION, INC.
                       NOTES TO FINANCIAL STATEMENTS

Note  1 - Summary of Significant Accounting Policies (Cont'd):

            G.  Fair Value of Financial Instruments:
                 The carrying amounts of cash, accounts receivable, accounts
                 payable and accrued expenses approximate fair value because of
                 the short maturity of these items.

            H.  Effect of New Accounting Pronouncements
                 In December 1999, the Securities and Exchange Commission
                 issued Staff Accounting Bulletin 101, "Revenue Recognition
                 in Financial Statements" ("SAB 1010").  SAB 101 provides
                 guidance on the recognition, presentation and disclosure of
                 revenue in financial statements.  The Company adopted SAB
                 101 as required in the first quarter of 2000.  The adoption
                 did not have an effect on their results of operations.

Note  2 - Preferred and Common Stock:

            The preferred stock of the Company has a par value of $.01 per
            share and 1,000,000 shares have been authorized to be issued.  All
            are issued and outstanding at December 31, 2001 and 2000,
            respectively.  No dividends have been declared by the Board of
            Directors.  This preferred stock has no liquidating preferences.

            The common stock of the Company has a par value of $.01 per share,
            10,000,000 shares have been authorized and 8,943,889 and 8,943,889
            have been issued as of December 31, 2001 and December 31, 2000,
            respectively.  As of December 31, 2001 and 2000, 8,758,443 and
            8,758,443 shares are outstanding, respectively.  The difference
            between issued and outstanding shares represent shares that have
            been canceled pursuant to the Company's April 8, 1991 Plan of
            Reorganization.

            The Company also has Class A common stock, which has a par value
            of $.0035 per share and 12,000,000 shares have been authorized to
            be issued.  All are issued and outstanding at December 31, 2001
            and 2000

            Both common stock and Class A common stock have the same voting
            rights.















                                    F-9


                             ORS AUTOMATION, INC.
                         NOTES TO FINANCIAL STATEMENTS

Note  3 - Earnings Per Share:

            The Company has adopted Statement of Financial Accounting Standard
            No. 128, "Earnings Per Share".  Basic earnings per common share is
            computed using the weighted average number of shares outstanding.
            Diluted earnings per common share would be computed using the
            weighted average number of shares outstanding adjusted for the
            incremental shares attributed to other outstanding options,
            warrants, etc. to purchase common stock.  For the years ended
            December 31, 2001 and 2000, the Company had no such potential
            dilutive securities, hence, only basic earnings (loss) per share is
            presented.

Note  4 - Related Party Transactions:

            As of December 31, 2001 and 2000, Affiliated Manufactures, Inc.
            (AMI) controlled approximately 12% of the outstanding common
            stock; 100 percent of the outstanding Class A - common stock, which
            collectively represents approximately 63% of the outstanding common
            stock, and 100 percent of the outstanding preferred stock of the
            Company.

            A. Note Payable

                As of December 31, 2001, (prior to settlement) the Company owed
                AMI a note payable plus accrued interest. The principal amounted
                to $166,102. Accrued interest was calculated using simple
                interest at a rate of 12% per annum and amounted to $323,893.
                This note payable and accrued interest was eliminated as a
                result of a related party settlement. See Note 4C.

            B. Sales

                Sales to AMI for the years ended December 31, 2001 and 2000 were
                $301,819 and $271,824, respectively, which represented 43% and
                21% of net sales.

                       C. Settlement with Majority Stockholder

                 In December 2001, the Company entered into an agreement with
its
                 majority stockholder, AMI, to offset the note payable plus
                 accrued interest due to AMI, with accounts receivable due from
                 AMI.  The following is a summary of these non-cash
transactions.

                      Accounts receivable, AMI              $ 489,995
                      Notes payable, AMI                     (166,102)
                      Accrued interest, AMI                  (323,893)
                                                             ---------
                           Net Effect                      $    --
                                                            =========







                                   F-10



                          ORS AUTOMATION, INC.
                     NOTES TO FINANCIAL STATEMENTS

Note 5 - Major Customer:
            The following summarizes the non-related party sales and the
            percentage to total sales for the Company's major customer for
            years ended December 31:

                                         Sales       Percent
                                        -------      --------
                    2001             $     --            -- %
                    2000             $  948,011          73 %

            There is no major customer accounts receivable balance at
            December 31, 2001.

Note 6 - Income Taxes:
            The provision for income taxes consist of the following for the
            years ended December 31:
                                          2001             2000
                                          ----             ----
              Federal - current       $    --          $    --
              State - current              --              1,917
              Deferred                     --              3,673
              Benefit of net operating
                 loss carryforwards        --             (3,673)
                                       ----------       ----------
                      Total           $    --          $   1,917
                                       ===========     =========
            The reconciliation of income tax expense computed at the U.S.
            federal statutory rate to the provision for income taxes is as
            follows for the year ended December 31:

                                                      2001             2000
                                                      ----             ----
              Tax (Benefit) at U.S. statutory rate  $(116,926)      $ 3,673
              Change in valuation allowance           116,926        (3,673)
              State tax expense                          --           1,917
                                                     --------        -------
              Provision for income taxes            $  --           $ 1,917
                                                     =======         =======

            At December 31, 2001, The Company has federal net operating loss
            carryforwards of approximately $2,625,832 , which are available to
            offset federal income. These carryforwards expire between the years
            2002 and 2016.  Also, at December 31, 2001, from operations during
            2001, the state net operating loss carryforward is approximately
            $316,299 and expires in 2008.

            Deferred income taxes are summarized as follows at December 31,
            2001:
              Deferred tax asset:
                Federal net operating loss carryforwards       $ 892,000
                State net operating loss carryforward             24,000
                Valuation allowance                             (916,000)
                                                                ---------
                     Net deferred tax asset                    $    --
                                                                ==========


                                     F-11
                      ORS AUTOMATION, INC.
                   NOTES TO FINANCIAL STATEMENTS

Note 6 - Income Taxes (Cont'd):

            During the year ended December 31, 2001, the Company's valuation
            allowance declined by $1,092,000 due to the expiration of the
            federal net operating loss carryforwards.  As seen in the above
            table, any future tax benefit which may result from utilization of
            these net operating loss carryforwards has been fully reserved for.

            Future expiration of federal net operating loss carryforwards for
            the period ending after December 31, 2001 are as follows:

                       2002           $   893,497
                       2003               671,125
                       2004               263,605
                       2005               435,836
                       2009                29,411
                       2010                16,059
                       2016               316,299
                                       ----------
                            Total      $2,625,832
                                       ==========
 Note 7 - Lease Commitments:
            The Company conducted its operations in approximately 7,700
            square feet of an  office building.  The lease was scheduled to
            expire August 31, 2003.  Rent expense for the years ending December
            31, 2001 and 2000, including taxes, insurance and maintenance
            reimbursements amounted to $91,699 and $82,875, respectively.

            During 2001, the Company ceased operations and notified
            the landlord it will no longer require its space.  Based on the
            terms of the lease, the Company may be liable for a four-month lease
            cancellation fee of $22,230. This amount was not accrued for as of
            December 31, 2001























                                    F-12