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

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACTS OF 1934
         For the Fiscal Year ended December 31, 2002

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACTS OF 1934

   For the transition period from _____ to _____. Commission file number ____

                              PHOTONICS CORPORATION

        (Exact name of Small Business Issuer as specified in its charter)

                    California                             77-0102343
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
          incorporation or organization)

         420 E FM 3040, Ste. 118, PMB 216                (972) 745-3020
            Lewisville, Texas 75067
  (Address of Principal Executive Offices)          (Issuer's telephone number)

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

Securities registered under Section 12 (g) of the Act: COMMON, par value $.001

Check whether the issuer:  (1) 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 Company 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 contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

Yes ( )  No (X)

State issuer's revenues for the most recent fiscal year: Zero

The estimated  aggregate market value of the voting stock held by non-affiliates
of the  registrant  as  reported  on the OTC  Electronic  Bulletin  Board  as of
December  31, 2002 was  $84,875.  The market value is based upon the average bid
price of the Common Stock of $ 0.001 per share on December 31, 2002.  The shares
outstanding  are  reduced  by shares of voting  stock held by each  officer  and
director and by each person who owns 5% or more of the outstanding voting stock.
This determination of affiliate status is not necessarily conclusive.

The number of shares  outstanding of the issuer's Common Stock, $.001 par value,
as of December 31, 2002 was 89,400,000 shares.


<PAGE>

                             Index to Annual Report


                                     PART I


ITEM 1 BUSINESS                                                          Page 3

ITEM 2 PROPERTIES                                                        Page 4

ITEM 3 LEGAL PROCEEDINGS - PHOTONICS CORPORATION                         Page 4

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               Page 5


                                     PART II


ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDER MATTERS                                               Page 5

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS                              Page 6

ITEM 7 FINANCIAL STATEMENTS                                              Page 10

            Independent Auditors Consent                                 Page 12
            Balance Sheet                                                Page 13
            Statement of Operations                                      Page 14
            Stockholders Deficit                                         Page 15
            Statement of Cash Flows                                      Page 21
            Statement of Cash Flows - Net Loss Reconciliation            Page 22
            Notes to Financial Statements                                Page 23

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
       ON ACCOUNTING AND FINANCIAL DISCLOSURE                            Page 33


                                    PART III


Item 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
       COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                 Page 33

ITEM 10 EXECUTIVE COMPENSATION                                           Page 34

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   Page 34

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   Page 35

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                 Page 35






                                       2
<PAGE>


INTRODUCTION

This report contains forward-looking statements and the Company's actual results
could  differ  materially  from  those  anticipated  in  these  forward  looking
statements as a result of numerous factors,  including those set forth below and
elsewhere in this report.

                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

General

Photonics Corporation, d/b/a DTC Data Technology (the "Company", "Photonics", or
"DTC"),  a  California  Corporation  was  formed  from  a  merger  of  Photonics
Corporation  with DTC Data  Technology in March of 1996.  The Company  designed,
developed,  and marketed  Integrated Device Electronics (IDE) and Small Computer
Systems  Interface (SCSI) disk controller cards and Input/Output  (I/O) products
for personal computers.  However, as a result of recurring significant operating
losses,  in June  1999,  the  board of  directors  voted to shut  down  business
operations  and attempt to sell the Company or its assets.  Since that date, the
Company had been inactive in its original business operations.

Consequently,  during late January and into the first few days of February 2000,
days before the Company planned to file Chapter 11, the Company was contacted by
and reached an initial,  non-binding  agreement  to acquire  RealEstate4Sale.com
(RE4S).  Since  this  acquisition  agreement  is  superior  to the  filing  of a
bankruptcy  proceeding,  the Company  deferred  the  Chapter 11 filing;  and was
actively pursuing the acquisition of RE4S and, following the termination of that
transaction, the acquisition of REpipeline.com, Inc.

The initial,  non-binding agreement to acquire RE4S was terminated as of May 31,
2000. The Agreement,  executed as of June 30, 2000, was executed with a majority
of the same group of principals who represented RE4S but with their newly formed
company REpipeline.com, Inc. (Texas).

On  November  28,  2000,  the  Company  approved  the  merger  and  merged  with
REpipeline.com,  a Texas  Corporation,  an Internet vertical service provider to
the commercial real estate industry,  by issuing  18,127,707 common stock shares
valued  at  $18,128  in  exchange  for all of the  outstanding  common  stock of
REpipeline.com, Inc. ("REP").

The  transaction was accounted for as a reverse merger using the purchase method
of accounting with REP acquiring Photonics for financial reporting purposes. The
purchase  price of Photonics was  allocated  among its net assets based on their
relative  fair  market  values.  Because  Photonics  did not have any  assets or
business operations, no portion of the purchase price was allocated to goodwill.
Instead,  the  excess of the  purchase  price  over the fair value of net assets
acquired has been charged against  operations and reflected in the  accompanying
consolidated financial statements as an acquisition cost.

REpipeline.com,  Inc. was incorporated in the state of Texas on June 8, 2000. On
July 10, 2000, the REpipeline.com,  Inc., a Texas Corporation agreed to purchase
the assets  and  assume the  certain  liabilities  and  shareholder's  equity of
RealEstate4Sale.com.  RealEstate4Sale.com  ("RE4S") was incorporated in Colorado
on August 17,  1999,  and its  purpose  was to provide  commercial  real  estate
listings on the Internet. Subsequent to the acquisition of RealEstate4Sales.com,
the Company reincorporated REpipeline.com,  Inc. into a Delaware corporation and
made it a wholly owned subsidiary.


                                       3
<PAGE>

However,  the  concept  was deemed to be too narrow for the  marketplace,  which
requires a wider variety of services to the  commercial  real estate market over
the Internet,  which are best addressed by the expanded  concept of REP. REP and
Photonics,  by virtue of their reverse merger  acquisition,  is currently in the
development  stage. Its new website was completed in December 2000 and marketing
began in January 2001 with no results or revenues to date.

In the fourth quarter,  the Company purchased all the outstanding  shares of The
Sarasota  Group,  Inc.,  a  Florida  Corporation,  and  made it a  wholly  owned
subsidiary.  The company's  then current  board  resigned  while  simultaneously
electing new officers and  directors  for the  Company.  The new  management  is
actively seeking additional developed,  revenue producing entities that might be
a good merger candidate for the Company.

ITEM 2 DESCRIPTION OF PROPERTIES

The Company  sold all its  property to Sunnyvale  Technology  Corporation  as of
December  31,  1999.   The  Company   formally  moved  its  office  to  that  of
REpipeline.com,  Inc.  immediately  after  the  merger  on  November  28,  2000.
REpipeline.com  subleased  approximately  4,700-sq.  ft.  of  office  space at a
monthly cost of $5,000.  The term of the sublease  expires on December 31, 2001.
The Company's subsidiary,  REpipeline.com,  Inc. is currently in default of this
lease agreement.

The Company currently occupies  approximately  2,985 square feet of office space
at 5710 LBJ Freeway,  Suite 215,  Dallas,  Texas  75240.  We receive this office
space "rent free" provided by one of the Directors of the Company.

ITEM 3 LEGAL PROCEEDINGS - PHOTONICS CORPORATION

1.       Abstract  of  judgment  dated  October  12,  1999;   Plaintiff  Insight
         Electronics.   Defendant  Data  Technologies  Corporation.   Amount  of
         judgment: $110,252.00
2.       Default Judgment February 17, 2000,  Plaintiff Danka Funding Company v.
         Defendant Photonics, Docket No. L-8482-99, Superior Court of New Jersey
         Law Division,  Bergen County for  $40,474.00  with proposed  settlement
         offer by Danka of $ 30,355.72 as of March 22, 2000.  (lease of Kodak 85
         Copier) Notice of Judgment dated November 29, 2000,  Santa Clara County
         Superior Court - Central District, Plaintiff Danka Funding Company, LLC
         v. Defendant Photonics Corporation. Amount of judgment $ 41,341.89
3.       Litigation  Superior Court,  Contra Costa County,  CA.,  Plaintiff L.A.
         Commercial Group, Inc (Bay Alarm) Defendant Photonics Corporation,  for
         the amount of $8,666.00.

In addition,  Photonics  Corporation  has the following  liens filed against its
assets:

1.       Type of lien:              Personal Property Tax
         Lien holder:               State of California/ Santa Clara County
         Amount of lien:            $5,444.87
         Date of lien:              November 6, 1998
         Debtor:                    Photonics Corporation

2.       Type of lien:              Personal Property Tax
         Lien holder:               State of California/ Santa Clara County
         Amount of lien:            $6,119.54
         Date of lien:              November 5, 1999
         Debtor:                    Photonics Corporation

There are various other  threatened or perceived  lawsuits,  but none have acted
against the company in the past 18 months.

Lawsuit against Photonics Corporation and its former officers and directors. See
Fonteno note below in Legal Proceedings - REPIPELINE.COM, INC.


                                       4
<PAGE>

New management of Photonics is not currently aware of any additional  pending or
threatened legal actions,  but believes there is a distinct  possibility of such
actions.  Management  is not able to  quantify  such  actions in relation to the
financial statements represented herein.

LEGAL PROCEEDINGS - REPIPELINE.COM, INC., which could affect Photonics

Around  June  2000,   REpipeline.com,   Inc.  (Texas)  acquired  the  assets  of
Realestate4sale.com  (RE4S).  One of the assets REpipeline did not acquire was a
claim by the company against Doug Fonteno.  Prior to his displacement  from RE4S
on April 1, 2000,  Mr.  Fonteno made numerous non interest  bearing  advances to
himself and several entities controlled by him totaling approximately $ 183,906.
Previously, on April 28, 2000, the Board of Directors of Realestate4sale.com had
voted to expunge  all shares of RE4S owned by Mr.  Fonteno,  his family  members
and/or affiliated companies,  which were issued for inadequate consideration and
lacked proper approval by the Board of Directors of RE4S.

The lawsuit against Mr. Fonteno was dropped by the Board in the third quarter of
2001 when the Company  was unable to  continue to pay for legal fees  associated
with the lawsuit.  REpipeline.com's  management  does not believe the outcome of
its  lawsuit  with RE4S  founder  will have an adverse  effect on the  Company's
financial  position,  operating  results or cash flows. On October 18, 2001, Mr.
Fonteno filed another  lawsuit  against  REpipeline.com,  Photonics,  and former
officers and  directors of the Company  claiming  various  charges and claims of
wrong doing.  Management  believes this will be considered  frivolous or without
merit by the court system and will ask for a summary dismissal.

There is a lien from the State of Texas against REpipeline.com,  Inc. for unpaid
wages to a former employee. The amount of the lien is for $14,344.27.

On October 13, 2001,  Today's Staffing,  Inc. sued  Repipeline.com in the Second
Court of Dallas County for unpaid fees  associated with  telemarketing  services
provided to the Company.  Management  has not  responded  and believes a default
judgment  will be  entered  against  the  Company.  The  lawsuit  is for  $7,096
including $1,774 in legal fees.

Management  of  Repipeline.com,  Inc.  is  currently  unaware of any  additional
pending  or  threatened  legal  actions,   but  believes  there  is  a  distinct
possibility  of such actions  since the company has fallen behind in many of its
financial  obligations.  Management  is not able to  quantify  such  actions  in
relation to the financial statements represented herein.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

                                     PART II

ITEM 5 MARKET FOR  REGISTRANT'S  COMMON EQUITY AND RELATED  STOCKHOLDER  MATTERS
MARKET

The  Company's  Common  Stock  trades  on the Over The  Counter  Bulletin  Board
("OTCBB") under the symbol: PHOX

HISTORICAL MARKET PRICE DATA FOR THE COMMON STOCK OF PHOTONICS CORPORATION

The  following  table sets forth the range of high and low closing  sales prices
for Photonics Common Stock for the periods indicated:


                                       5
<PAGE>

                                                        High           Low

         Fiscal Year Ending December 31, 2001
                       First Quarter                   $0.210         $0.070
                       Second Quarter                  $0.180         $0.055
                       Third Quarter                   $0.065         $0.011
                       Fourth Quarter                  $0.040         $0.006
         Fiscal Year Ending December 31, 2002
                       First Quarter                   $0.007         $0.003
                       Second Quarter                  $0.012         $0.003
                       Third Quarter                   $0.007         $0.001
                       Fourth Quarter                  $0.005         $0.001

NUMBER OF SHAREHOLDERS AND TOTAL OUTSTANDING SHARES

As of December 31, 2002, there were approximately 2,414 holders of record of our
common  stock and we had  approximately  89,400,000  common  shares  issued  and
outstanding.

DIVIDENDS

The Company  has not  historically  paid cash  dividends.  The Company  does not
anticipate paying any cash dividends in the foreseeable future.

PREFERRED SHARES

As of December 31, 2002,  the Company had  1,000,000  shares of preferred  stock
outstanding,  when exercised are convertible into 70% of the outstanding  common
stock when added together with the previously issued 14,000,000 shares of common
stock in the  Agreement  and Plan of  Reorganization  with  The  Sarasota  Group
shareholders on October 18, 2001.

OPTIONS

As of December 31, 2002,  there are  8,679,039  common  shares  reserved for the
exercise of options of the former  management team at an exercise price of $0.01
per option. The former management team is G. Thomas Bailey  (7,354,039),  Joseph
"Chip" Langston (700,000),  and Michael Craven (625,000).  All other options and
option agreements have been cancelled.

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

The  Company  currently  does not have any full time or part time  employees  or
consultants, although the Board of Directors provides oversight, administration,
and  conduct of the day to day affairs of the  Company.  With the  exception  of
certain legal and accounting  fees that are necessary to be paid to maintain the
Company's listing on the OTCBB, management does not expect to hire any more full
time or part time  employees,  purchase  any  equipment,  or perform any product
development or research  services.  The Company does not have any available cash
and it is expected to require  approximately  $25,000 to maintain its listing on
the OTCBB.  For the past 18 months,  management  and  certain  consultants  have
provided this capital in exchange for common stock.  There is no certainty  that
management  or various  consultants  will  continue  to  provide  capital to the
company.

At year end  December 31, 2002,  the Board of  Directors  agreed to  sell/assign
certain  non  trading  equities  in various  wholly  owned and  partially  owned
subsidiaries (all private  companies) to BBXsupport,  Inc., an affiliated entity
of the  President  of the  Registrant.  BBXsupport  is  expected  to provide the
capital necessary to affect the registration of those  securities.  There are no
guarantees,  in this global  economy,  that BBXsupport will be successful in its
attempts and efforts.


                                       6
<PAGE>

FORWARD LOOKING STATEMENTS

Certain  statements  contained in this report that are not  historical  fact are
"forward-looking  statements" as that term is defined in the Private  Securities
Litigation  Reform Act of 1995. The words or phrases "will likely  result," "are
expected  to,"  "will  continue,"  "is  anticipated,"  "believes,"  "estimates,"
"projects" or similar expressions are intended to identify these forward-looking
statements.  These statements are subject to risks and uncertainties  beyond our
reasonable  control  that  could  cause  our  actual  business  and  results  of
operations  to differ  materially  from those  reflected in our  forward-looking
statements.  The safe harbor  provisions  provided in the Securities  Litigation
Reform Act do not apply to  forward-looking  statements  we make in this report.
Forward-looking  statements  are  not  guarantees  of  future  performance.  Our
forward-looking  statements  are  based on  trends  which we  anticipate  in our
industry  and our good  faith  estimate  of the  effect on these  trends of such
factors as industry capacity,  product demand and product pricing. The inclusion
of projections  and other  forward-looking  statements  should not be regarded a
representation by us or any other person that we will realize our projections or
that any of the  forward-looking  statements  contained in this  prospectus will
prove to be accurate.

Strategic Alternatives.

The  collapse of the dot.com  market and the  economic  down turn in the general
economy has severely limited  REpipeline.com's  ability to raise needed capital.
Management has contacted several  organizations  that are in a synergistic space
for Internet services offered to the commercial real estate business  community.
The Company is exploring options to sell the company assets, being acquired by a
company that is in a better cash  position,  and/or  leveraging  its position to
attract merger candidates. Management is pursuing opportunities to generate cash
but at this point has not received any commitment to fund the short-term capital
needs of the Company. Management is in discussions with several groups regarding
long-term  capital and anticipates  completing such  discussions in any event in
the fourth quarter of 2001.

Spin Off of Repipeline.com

The Company has filed an SB-2 registration  statement with the SEC to effect the
spin off of  REpipeline.com,  and is currently  responding  to comments from the
SEC. It is intended, once the SB-2 is declared effective by the SEC, the Company
will distribute a pro-rata share distribution of REpipeline.com common stock now
held by the Company to the  shareholders  of the  Company.  The Company does not
know what percentage of the shares it currently owns in  REpipeline.com  that it
will  distribute  to its  shareholders.  As of December 31,  2002,  the board of
directors has approved the distribution of 20% of the shares of  REpipeline.com,
Inc. to be distributed to the  shareholders of Photonics.  The remaining 80% has
been granted to BBXsupport,  Inc., an affiliated  entity of the President of the
Registrant, to supply the needed capital to finalize the spin off process.

Acquisition of The Sarasota Group, Inc.

In the December 31, 2001 quarter end, the Company  purchased all the outstanding
shares of The  Sarasota  Group,  Inc.,  a Florida  corporation,  and created The
Sarasota  Group,  Inc.  as a wholly  owned  subsidiary.  Immediately  after this
transaction  was  consummated,  new board  members were elected and the existing
directors resigned from the Company.

Acquisition of Equity Interest in Treasure Financial Corp.

On January 11, 2002, the Company announced it had acquired an equity interest in
Treasure Financial Corp, a Dallas based broker/dealer.  The Company has spun off
the entity as a distribution to the shareholders of Photonics Corporation,  with
a record  date of  February  1,  2002.  Approximately  338,000  shares  of stock
currently held by Photonics in Treasure has been granted to BBXsupport, Inc., an
affiliated entity of the President of the Registrant, in an effort to supply the
needed capital to finalize the spin off process, but the Registrant is currently
unable to raise the capital necessary.


                                       7
<PAGE>

Acquisition of Equity Interest in 3R Environmental PTE LTD

On  February  1, 2002,  the Company  announced  it has entered  into a letter of
intent  to  acquire a 25%  interest  in 3R  Environmental  PTE LTD,  world  wide
environmental  firm located in Singapore.  This acquisition was cancelled in the
third quarter of this year.

Acquisition of Genesis Oil & Gas, Inc.

On February 27, 2002, the Company  announced it has acquired  Genesis Oil & Gas,
Inc., a California  corporation owning gas leases in Kansas.  Genesis Oil & Gas,
Inc. was spun off to its shareholders (20%) and the remaining  percentage owned,
(80%), was granted to BBXsupport, Inc., an affiliated entity of the President of
the Registrant, to supply needed capital for the completion of the spin off.

Growth in the Future

New management is in the process of seeking  additional merger  candidates.  The
new  management  believes there is a good  opportunity  to find well  developed,
revenue producing acquisitions that will lead to shareholder growth.

RESULTS OF  OPERATIONS  FOR THE YEAR ENDED  DECEMBER  31, 2002  COMPARED TO YEAR
ENDED DECEMBER 31, 2001

REVENUES

The company did not produce any revenue in period ending December 31, 2002.

COSTS AND EXPENSES

The company incurred losses from operations for the twelve months ended December
31, 2002 of $197,941 as compared to losses of $829,878  for the same period last
year. The reduction in costs is associated with the "scaling down" of day to day
operations of the Company.

For the twelve months ended December 31, 2002, the Company  incurred General and
Administrative  costs of $103,885 and  Depreciation  and  Amortization  costs of
$77,183 as compared to $329,773  and $78,683,  respectively  for the same period
last year. For the twelve months ended December 31, 2002,

CAPITAL EXPENDITURES

We do not have any large capital expenditures planned for 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically  sustained substantial losses from operations.  Any
current or future  demand  for cash  could  severely  effect  the  decisions  of
management  in pursuit of its  business  plan.  The Company  currently  does not
maintain cash on hand to sustain operations and relies upon the capital and cash
contributions  of it Board of  Directors  from time to time to meet certain cash
demands of the Registrant.

The accompanying  consolidated financial statements include the general accounts
have the Company and its subsidiaries  REpipeline.com,  a Delaware  corporation,
and  The  Sarasota  Group,  Inc.,  a  Florida  Corporation.   All  inter-company
transactions,  accounts and balances have been  eliminated in the  consolidation
and there were no material intervening transactions.


                                       8
<PAGE>

Basis of presentation and going concern uncertainty.

The consolidated financial statements of the Company have been prepared assuming
that the Company  will  continue as a going  concern.  However,  the Company has
incurred recurring losses and has been unable to secure additional  financing or
growth. These conditions, among others, give rise to substantial doubt about the
Company's  ability to continue as a going  concern.  Management is continuing to
seek additional equity capital to fund its operations and to provide the Company
with  adequate  funds to sustain its growth and continued  existence.  There is,
however,  no assurance  that the steps taken by Management  will meet all of the
Company's  needs or that it will continue as a going concern.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

The preparation of financial  statements in conformity  with Generally  Accepted
Accounting Principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.
























                                       9
<PAGE>

ITEM 7 FINANCIAL STATEMENTS





                              Photonics Corporation

                                and Subsidiaries

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditors' Report

                     Years Ended December 31, 2002 and 2001

                                       and

                   For the Period August 19, 1999 (Inception)

                            Through December 31, 2002












                                       10
<PAGE>

                                 C O N T E N T S



AUDITORS' REPORT..............................................................12

CONSOLIDATED BALANCE SHEETS...................................................13

CONSOLIDATED STATEMENTS OF OPERATIONS.........................................14

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT..............................15

CONSOLIDATED STATEMENTS OF CASH FLOWS.........................................21

CONSOLIDATED STATEMENTS OF CASH FLOWS - NET LOSS RECONCILIATION...............22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....................................23


















                                       11
<PAGE>

                          Independent Auditors' Report


Board of Directors
Photonics Corporation
    and Subsidiaries
Dallas, Texas

We have  audited  the  accompanying  consolidated  balance  sheets of  Photonics
Corporation and subsidiaries (a development  stage company),  as of December 31,
2002  and  2001,  and  the  related   consolidated   statements  of  operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2002 and
2001 and for the period August 19, 1999  (inception)  through December 31, 2002.
These consolidated  financial statements are the responsibility of the Company's
management.

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 consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  Photonics
Corporation and subsidiaries,  as of December 31, 2002 and 2001, and the results
of their  operations  and their cash flows for the above  referenced  periods in
conformity with accounting principles generally accepted in the United States of
America.

As explained in Note 1, the Company  entered  into a merger  transaction  during
2000 that was  accounted  for as a reverse  merger  with the  Company  being the
acquired entity for financial reporting purposes.  As a result, the accompanying
consolidated  financial  statements  have been restated to present the financial
position and operating  results of the acquiring entity for financial  reporting
purposes.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As also discussed in Note 1
to the consolidated  financial  statements,  the Company has suffered  recurring
losses from  operations  and has a net  working  capital  deficiency  that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.





Turner, Stone & Company, L.L.P.
Certified Public Accountants
March 10, 2003


                                       12
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                                     Assets
                                     ------

                                                                  2002           2001
                                                              -----------    -----------
<S>                                                           <C>            <C>
Current assets:
     Cash                                                     $      --      $      --
     Prepaid consulting services                                   37,258           --
                                                              -----------    -----------

         Total current assets                                      37,258           --

Property and equipment, at cost                                      --             --

Other assets:
     Capitalized web site development costs,
         less accumulated amortization of $83,615                    --          147,933
                                                              -----------    -----------

                                                              $    37,258    $   147,933
                                                              ===========    ===========


                      Liabilities and Stockholders' Deficit
                      -------------------------------------

Current liabilities:
     Accounts payable, trade                                  $   234,093    $   524,588
     Accrued expenses                                               5,522        222,360
     Notes payable, stockholder                                      --           45,000
                                                              -----------    -----------

         Total current liabilities                                239,615        791,948
                                                              -----------    -----------

Commitments and contingencies                                        --             --

Stockholders' deficit:
     Preferred stock, $.001 par value, 50,000,000
         shares authorized, 1,000,000 shares issued
        and  outstanding                                            1,000          1,000
     Common stock, $.001 par value, 200,000,000
        shares authorized, 89,400,000 and 118,143,676
        shares issued and 89,400,000 and 65,575,126
        shares outstanding, respectively                           89,400        118,143
     Paid in capital in excess of par                           2,227,727      1,559,385
     Deficit accumulated during the development stage          (2,520,484)    (2,322,543)
     Treasury stock 0 and 52,568,550
        common stock shares, at no cost                              --             --
                                                              -----------    -----------

                                                                 (202,357)      (644,015)
                                                              -----------    -----------

                                                              $    37,258    $   147,933
                                                              ===========    ===========
</TABLE>



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

                                       13
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2002




                                       Year Ended        Year Ended        Cumulative
                                        12/31/02          12/31/01       from Inception
                                     --------------    --------------    --------------
<S>                                  <C>               <C>               <C>

Revenues                             $         --      $         --      $         --
                                     --------------    --------------    --------------

Cost and Expenses
     Web site development costs                --                --             450,313
     Marketing and promotion                   --               5,459            64,400
     Compensation and benefits               12,823           268,913           345,836
     General and administrative             103,885           329,773           976,492
     Acquisition costs                         --             143,000           507,694
     Depreciation and amortization           77,183            78,683           165,295
                                     --------------    --------------    --------------
                                            193,891           825,828         2,510,030

Loss from operations                       (193,891)         (825,828)       (2,510,030)

Interest expense                              4,050             4,050            10,454
                                     --------------    --------------    --------------

Loss before income taxes                   (197,941)         (829,878)       (2,520,484)

Provisions for income tax benefits             --                --                --
                                     --------------    --------------    --------------

Net loss                             $     (197,941)   $   (829,878 )    $   (2,520,484)
                                     ==============    ==============    ==============

Loss per share
     Basic                           $         (.02)   $         (.00)   $         (.07)
     Diluted                         $         (.02)   $         (.00)   $         (.07)
</TABLE>












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

                                       14
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002



                                                    PHOTONICS CORPORATION                            REPIPELINE.COM, INC.
                                      PREFERRED STOCK                   COMMON STOCK                    COMMON STOCK
                                   SHARES            $             SHARES            $             SHARES             $
                                ------------    ------------    ------------    ------------    ------------    ------------
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
Balance at 12/31/98, as
  originally reported              2,328,136    $  2,328,136       4,396,271    $      4,396

Conversion of various
  liabilities to common stock                                      3,816,589           3,817

Conversion of preferred stock
  and accrued dividends to
  common stock                    (2,328,136)     (2,328,136)      2,818,454           2,818

Adjustment to give effect to
  reverse merger and
  retroactive restatement of
  equity accounts                                                 62,294,560          62,295      (4,102,214)           (410)
                                ------------    ------------    ------------    ------------    ------------    ------------

Balance at 8/19/99, as
  adjusted for reverse merger           --              --        73,325,874          73,326      (4,102,214)           (410)

Common stock issued for
  organizational services                                                                          3,930,267             393

Common stock issued
  for cash                                                                                           171,947              17

Net loss
                                ------------    ------------    ------------    ------------    ------------    ------------

Balance at 12/31/99                     --              --        73,325,874          73,326            --                (0)
</TABLE>


The accompanying  footnotes are an integral part of the  consolidated  financial
statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002 (CONTINUED)


                                 ADDITIONAL
                                   PAID IN      ACCUMULATED
                                   CAPITAL        DEFICIT         TOTAL
                                ------------    ------------    ------------

Balance at 12/31/98, as
  originally reported           $ 44,091,604    $(49,715,136)   $ (3,291,000)

Conversion of various
  liabilities to common stock      3,371,937                       3,375,754

Conversion of preferred stock
  and accrued dividends to
  common stock                     2,325,318                            --

Adjustment to give effect to
  reverse merger and
  retroactive restatement of
  equity accounts                (49,861,774)     49,715,136         (84,754)
                                ------------    ------------    ------------

Balance at 8/19/99, as
  adjusted for reverse merger        (72,915)           --              --

Common stock issued for
  organizational services                                                393

Common stock issued
  for cash                           187,251                         187,269

Net loss                                            (119,155)       (119,155)
                                ------------    ------------    ------------

Balance at 12/31/99                  114,336        (119,155)         68,507



The accompanying  footnotes are an integral part of the  consolidated  financial
statements.

                                       16
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002



                                                    PHOTONICS CORPORATION                            REPIPELINE.COM, INC.
                                      PREFERRED STOCK                   COMMON STOCK                    COMMON STOCK
                                   SHARES            $             SHARES            $             SHARES             $
                                ------------    ------------    ------------    ------------    ------------    ------------
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
Common stock issued for
   cash                                                                                              807,581              81

Common stock issued for
   services                                                                                        1,335,508             134

Acquisition of REP                                                   214,764             214      (2,143,089)           (214)

Net loss
                                ------------    ------------    ------------    ------------    ------------    ------------

Balance at 12/31/00                     --      $       --        73,540,638    $     73,540    $       --      $       --

Common stock issued for
   cash                                                            1,471,933           1,472

Common stock issued for
   services                                                       11,424,644          11,424

Common and preferred stock
   issued for SGI acquisition      1,000,000           1,000      14,200,000          14,200

Common stock issued for
   services to new officers
   and directors                                                   9,482,658           9,483

Common stock issued to
   Company as treasury stock                                       8,023,803           8,024

Net loss
                                ------------    ------------    ------------    ------------    ------------    ------------

Balance at 12/31/01                1,000,000           1,000     118,143,676         118,143            --              --
</TABLE>



The accompanying  footnotes are an integral part of the  consolidated  financial
statements.

                                       17
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002 (CONTINUED)



                                 ADDITIONAL
                                   PAID IN      ACCUMULATED
                                   CAPITAL        DEFICIT          TOTAL
                                ------------    ------------    ------------
Common stock issued for
   cash                              759,177                         759,258

Common stock issued for
   services                          107,990                         108,123

Acquisition of REP                                                      --

Net loss                                          (1,373,510)     (1,373,510)
                                ------------    ------------    ------------

Balance at 12/31/00             $    981,503    $ (1,492,665)   $   (437,622)

Common stock issued for
   cash                               83,678                          85,150

Common stock issued for
   services                          317,532                         328,956

Common and preferred stock
   issued for SGI acquisition        127,800                         143,000

Common stock issued for
   services to new officers
   and directors                      56,896                          66,379

Common stock issued to
   Company as treasury stock          (8,024)                           --

Net loss                                            (829,878)       (829,878)
                                ------------    ------------    ------------

Balance at 12/31/01                1,559,385      (2,322,543)       (644,015)



The accompanying  footnotes are an integral part of the  consolidated  financial
statements.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002

                                                      PHOTONICS CORPORATION                         REPIPELINE.COM, INC.
                                          PREFERRED STOCK                  COMMON STOCK                 COMMON STOCK
                                       SHARES            $            SHARES           $            SHARES           $
                                     -----------    -----------    -----------    -----------    -----------    -----------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
Common stock issued for 15%
   of TFC common stock                                4,000,000          4,000

Settlement of judgments
   payable in exchange for
   REP common stock

Common stock issued for all
   of GOG common stock                                3,705,508    $     3,706

Cancelation of treasury stock                       (52,576,550)       (52,576)

Common stock issued for services                        976,200            976

Voluntary forgiveness of accrued
   officers salaries

Common stock issued in
   as repayment of advances
   payable to director                               10,751,166         10,751

Common stock issued along
   with shares of TFC and GOG
   for prepaid consulting services                    4,400,000          4,400

Issuance of REP common
   stock/liabilities transferred
   for prepaid consulting services

Spin off of remaining TFC,
   GOG and REP shares as
   a stock dividend

Net loss
                                     -----------    -----------    -----------    -----------    -----------    -----------

Balance at 12/31/02                    1,000,000    $     1,000     89,400,000    $    89,400    $      --      $      --
                                     ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>



The accompanying  footnotes are an integral part of the  consolidated  financial
statements.

                                       19
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2002 (CONTINUED)



                                     ADDITIONAL
                                       PAID IN      ACCUMULATED
                                       CAPITAL        DEFICIT         TOTAL
                                     -----------    -----------    -----------
Common stock issued for 15%
   of TFC common stock                    20,000                        24,000

Settlement of judgments
   payable in exchange for
   REP common stock                      146,709                       146,709

Common stock issued for all
   of GOG common stock               $    11,116                   $    14,822

Cancelation of treasury stock             52,576                          --

Common stock issued for services           3,899                         4,875

Voluntary forgiveness of accrued
   officers salaries                     139,093                       139,093

Common stock issued in
   as repayment of advances
   payable to director                    17,509                        28,260

Common stock issued along
   with shares of TFC and GOG
   for prepaid consulting services        11,440                        15,840

Issuance of REP common
   stock/liabilities transferred
   for prepaid consulting services       289,649                       289,649

Spin off of remaining TFC,
   GOG and REP shares as
   a stock dividend                     (23,649)                       (23,649)

Net loss                                               (197,941)      (197,941)
                                     -----------    -----------    -----------

Balance at 12/31/02                  $ 2,227,727    $(2,520,484)   $  (202,357)
                                     ===========    ===========    ===========




The accompanying  footnotes are an integral part of the  consolidated  financial
statements.
                                       20
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2002 AND 2001
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2002




                                                  Year Ended        Year Ended        Cumulative
                                                   12/31/02          12/31/01       from Inception
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
Cash flows from operating activities:
     Cash received from customers               $         --      $         --      $         --
     Cash paid to employees                               --             (18,500)         (122,340)
     Cash paid to suppliers                            (28,260)          (86,680)         (505,251)
     Interest paid                                        --                --              (1,000)
     Income taxes paid                                    --                --                --
                                                --------------    --------------    --------------

        Cash used in operating activities              (28,260)         (105,180)         (628,591)
                                                --------------    --------------    --------------

Cash flows from investing activities;
     Purchase of property and equipment                   --                --              (9,990)
     Web development expenditures                         --                --            (166,126)
     Rental deposit advanced                              --                --             (15,696)
     Advances to former employees                         --                --            (284,534)
                                                --------------    --------------    --------------

        Cash used in investing activities                 --                --            (476,346)
                                                --------------    --------------    --------------


Cash flows from financing activities:
     Proceeds from issuance of common stock               --              85,150         1,031,677
     Proceeds from note payable, stockholder              --                --              45,000
     Advances from stockholder                          28,260              --              28,260
                                                --------------    --------------    --------------

        Cash provided by financing activities           28,260            85,150         1,104,937
                                                --------------    --------------    --------------

Net increase (decrease) in cash                           --             (20,030)             --

Cash at beginning of the period                           --              20,030              --
                                                --------------    --------------    --------------

Cash at end of the period                       $         --      $         --      $         --
                                                ==============    ==============    ==============
</TABLE>







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

                                       21
<PAGE>
<TABLE>
<CAPTION>


                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2002 AND 2001
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2002

                           Reconciliation of Net Loss
                         To Net Cash Used in Operations

                                                 Year Ended        Year Ended        Cumulative
                                                  12/31/02          12/31/01       from Inception
                                               --------------    --------------    --------------
<S>                                            <C>               <C>               <C>

Net loss                                       $     (197,941)   $     (829,878)   $   (2,520,484)
                                               --------------    --------------    --------------

Adjustment to reconcile net loss
  to net cash used in operations:

     Depreciation and amortization             $       77,183    $       78,683    $      165,295
     Common stock issued for services                   4,875           395,335           508,726
     Provision for uncollectable advances                --              36,661           284,534
     Impairment loss                                   70,750              --              70,750
     Merger acquisition costs                            --             143,000           507,694
     (Increase) decrease in assets                       --              21,190            21,190
     Increase (decrease) in accounts
        payable                                          --                (455)           99,993
     Increase (decrease) in accrued
        expenses                                       16,873            50,284           233,711
                                               --------------    --------------    --------------
                                                      169,681           724,698         1,891,893
                                               --------------    --------------    --------------

Net cash used in operating activities          $      (28,260)   $     (105,180)   $     (628,591)
                                               ==============    ==============    ==============

                       Supplemental Disclosure of Non Cash
                       Investing and Financing Activities

Issuance of common stock in
    exchange for services                      $        4,875    $      395,335    $      508,726

Web development expenditures
    incurred as accounts payable               $         --      $         --      $       65,422

Issuance of common stock for
    investment in TFC and GOG                  $       38,822    $         --      $         --

Issuance of common stock in
    repayment of advances from
    stockholder                                $       28,260    $         --      $         --

Settlement of judgments recorded
    as additional paid in capital              $      146,709    $         --      $         --

Transfer of TFC, GOG and REP shares
    in exchange for prepaid consulting         $       16,178    $         --      $         --
</TABLE>


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

                                       22
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and operations
-----------------------

Photonics Corporation,  dba DTC Data Technology (the Company, Photonics, DTC), a
California  corporation,  began from a merger of Photonics  Corp.  with DTC Data
Technology  in March of 1996.  The  Company  did  design,  develop,  and  market
Integrated Device  Electronics (IDE) and Small Computer Systems Interface (SCSI)
disk controller  cards and Input/Output  (I/O) products for personal  computers.
However,  as a result of recurring  significant  operating losses, in June 1999,
the board of directors  voted to shut down  business  operations  and attempt to
sale the Company or its assets. Since that date, the Company has been inactive.

On  November  28,  2000,  the  Company  merged  with  REpipeline.com,   a  Texas
corporation, an Internet vertical service provider to the commercial real estate
industry,  by  issuing  18,127,707  common  stock  shares  valued at  $18,128 in
exchange for all of the outstanding common stock of REpipeline.com,  Inc. (REP).
Immediately  after the  merger,  the  Company  transferred  the net  assets  and
business   operations   to   REPipeline.com,   Inc.,  a  Delaware   corporation,
incorporated on June 8, 2000 as a wholly owned subsidiary of the Company.

Prior to this merger on July 10, 2000, REPipeline.com, Inc., a Texas corporation
also  incorporated on June 8, 2000, agreed to purchase the assets and assume the
certain   liabilities   and   shareholder's   equity   of   RealEstate4Sale.com.
RealEstate4Sale.com,  ("RE4S") was  incorporated in Colorado on August 17, 1999,
and its purpose was to provide  commercial real estate listings on the Internet.
However,  the  concept  was deemed to be too narrow for the  marketplace,  which
requires a wider variety of services to the  commercial  real estate market over
the Internet,  which are best addressed by the expanded concept of REP. REP, and
Photonics  by virtue of its reverse  merger  acquisition,  is  currently  in the
development  stage. Its new website was completed in December 2000 and marketing
began in January 2001.

The  transaction was accounted for as a reverse merger using the purchase method
of accounting with REP acquiring Photonics for financial reporting purposes. The
purchase  price of Photonics was  allocated  among its net assets based on their
relative  fair  values.  Because  Photonics  did not  have any  assets  and only
liabilities and had no business operations, no portion of the purchase price was
allocated to goodwill.  Instead,  the excess of the purchase price over the fair
value of net assets acquired has been charged  against  operations and reflected
in the accompanying consolidated financial statements as an acquisition cost.

In October 2001, the Company acquired all of the outstanding common stock of The
Sarasota Group, Inc. (SGI), a Florida corporation,  in exchange for the issuance
of 1,000,000  convertible  preferred stock shares (Note 3) and 14,200,000 common
stock  shares.  At the same  time,  the  Company's  then  current  officers  and
directors resigned (Note 6) and the Company elected new officers and directors.

SGI was  incorporated  on November 13, 2001, and prior to the acquisition had no
assets,  liabilities or business operations.  The purchase price, which exceeded
the fair value of net assets acquired,  has been charged against  operations and
reflected  in  the  accompanying   consolidated   financial   statements  as  an
acquisition cost.

Principles of consolidation
---------------------------

The accompanying  consolidated financial statements include the general accounts
of the Company  and its  subsidiaries  REpipeline.com,  Inc.  (REP),  a Delaware
corporation,  REP Acquisition and Finance,  Inc., a nominee  corporation and The
Sarasota Group,  Inc., a Florida  corporation.  All  intercompany  transactions,
accounts and balances have been eliminated in the  consolidation  and there were
no material intervening transactions.


                                       23
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


After its  transfer  of REP common  stock  shares to BBX (Note 4),  the  Company
spun-off its remaining  1,005,207 common stock share holdings to stockholders as
a dividend thereby fully divesting itself of this subsidiary.


Basis of presentation and going concern uncertainty
---------------------------------------------------

The consolidated financial statements of the Company have been prepared assuming
that the Company  will  continue as a going  concern.  However,  the Company has
incurred  recurring losses and as of December 31, 2001 has a net working capital
deficit of approximately $202,000. These conditions,  among others, give rise to
substantial  doubt about the Company's  ability to continue as a going  concern.
Management is continuing to seek  additional  equity capital to fund a merger or
acquisition or to purchase an ongoing business.  Management  believes that these
steps will  provide the Company  with  adequate  funds to sustain its growth and
continued  existence.  There is,  however,  no assurance that the steps taken by
management  will meet all of the  Company's  needs or that it will continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

Management estimates
--------------------

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

Cash flows
----------

For purposes of the consolidated  statement of cash flows, the Company considers
all highly liquid  investments with original  maturities of three months or less
to be cash equivalents. None of the Company's cash is restricted.

Revenue recognition
-------------------

The primary  source of revenue was to be  Subscription  Income,  at a $22.95 per
month charge to the users.  This  subscription  was to allow the user  unlimited
access to the  website for a variety of uses.  Secondary  revenue was to derived
from  commissions  on services sold to the website  subscriber  which were to be
provided by outside sources.  These services  consisted of sign, card,  brochure
preparation  and  distribution;  however,  because of inadequate  equity capital
and/or debt financing, the Company did not generate any revenues and, by the end
of 2002, the Company's website development costs had been permanently impaired.

Property and equipment
----------------------

Property  and  equipment  was  stated  at cost  less  accumulated  depreciation.
Depreciation  of property and equipment was being provided by the  straight-line
method over  estimated  useful  lives of three to seven  years.  During the year
ended  December 31, 2000,  the  Company's  property and  equipment  was taken in
connection with its abandonment of its leased facilities (Note 6).


                                       24
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Loss per share
--------------

Basic loss per share amounts are computed using the  weighted-average  number of
common  stock  shares  outstanding  during the  periods.  Diluted loss per share
amounts  are  computed  using the  weighted-average  number of common and common
equivalent shares outstanding  during the periods.  For the years ended December
31, 2002 and 2001 and the period August 19, 1999  (inception)  through  December
31, 2002, basic loss per share amounts are computed using 73,151,376, 38,340,105
and  33,967,066,  respectively,  weighted  average number of common stock shares
outstanding,  after retroactively  adjusting these shares for the reverse merger
acquisition.  No effect has been given to the assumed  conversion  of  preferred
stock (Note 3) or the  exercise of  outstanding  stock  options  (Notes 6 and 8)
because the effect would be antidilutive.

Long-lived assets
-----------------

The Company  periodically reviews its long-lived assets and certain identifiable
intangibles for  impairment.  When events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable,  the Company writes
the asset down to its net realizable  value.  Prior to 2002, the Company had not
identified  any asset  impairments  since its  inception.  During  the yea ended
December 31, 2002, the Company determined that its website development costs had
been permanently impaired (Note 2).

Web site development costs
--------------------------

The Company accounted for its costs of developing its web site (Note 2) pursuant
to EITF Abstract No. 00-02.  Pursuant to this pronouncement,  all costs incurred
for  planning  activities  have been  charged to  expense.  Costs  incurred  for
development of the web site and its  infrastructure  have been  capitalized  and
were amortized using the straight-line  method over its estimated useful live of
three years,  beginning in December 2000, when the web site became available for
use. Costs incurred to operate the web site were charged to expense.

Stock based incentive program
-----------------------------

SFAS No. 123, "Accounting for Stock-Based  Compensation," encourages entities to
recognize  compensation cost for stock-based  employee  compensation plans using
the fair value  method of  accounting,  as defined  therein,  but allows for the
continued  use of  the  intrinsic  value  method  of  accounting  prescribed  by
Accounting  Principles Board (APB) Opinion No. 25,  "Accounting for Stock Issued
to Employees."  The Company has adopted the intrinsic value method of accounting
prescribed  by APB Opinion No. 25. As such,  the Company is required to disclose
pro forma net income and loss per share  amounts as if the fair value  method of
accounting has been applied (Note 8).

2.       WEB SITE DEVELOPMENT

During August 1999, the RE4S purchased a web site domain name for $90,000.  This
web  site  allowed  the  RE4S to  provide  commercial  listings  of real  estate
properties  over the  Internet.  However,  the focus of these  services  was too
narrow and was not accepted by the commercial real estate market,  therefore the
Company subsequently  abandoned this web site and returned it to the seller, who
forgave the remaining  $64,000  balance owed on the purchase  price.  During the
year  ended  December  31,  2000,  the  actual  payments  made for this web site
totaling $26,000,  along with the operating costs, were charged to expense.  The
RE4S website  technology was discontinued and REpipeline's  technology  platform
was available for testing by customers on December 1, 2000.


                                       25
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection  with the  development of  REpipeline's  website,  the Company has
capitalized  $231,548 of  development  costs,  which  consist  primarily  of the
internal  labor costs of  employees  directly  associated  with the  development
activity and external direct costs of materials and services consumed during the
development  activity.  These  costs  will be  amortized  over  the  three  year
estimated useful life of the web site beginning  December 1, 2000. For the years
ended  December  31, 2002 and 2001 and the period  August 19,  1999  (inception)
through December 31, 2002,  amortization  expense totaled  $77,183,  $77,183 and
$160,798, respectively.

During the year ended December 31, 2002, the Company determined that its website
development  costs had been permanently  impaired and the remaining  unamortized
carrying  value of these costs  totaling  $70,751  were  charged to earnings and
reflected in the accompanying  consolidated  financial statements as general and
administrative expenses.

3.       PREFERRED STOCK

In December 1996, the Company entered into a Private Placement  Memorandum (PPM)
for the sale of up to 3,600,000 shares of Series A Convertible  Preferred Stock,
at $1.00 per  share,  with  minimum  lots  being  25,000  shares.  The  Series A
Convertible  Preferred  Stock was  convertible  into  common  stock on a 1 for 1
basis, and carries a provision for a 10% cumulative dividend,  with dividends in
arrears  greater than 12 months being payable in the form of common stock at the
equivalent  rate of $1.00 per  common  share.  The  Series A shares  also have a
liquidation preference of $1.00 per share and voting rights.

As a  condition  of the  merger  transaction  with REP  (Note  1),  the  Company
converted  all  of  its  outstanding  preferred  stock,  along  with  cumulative
dividends in arrears totaling $490,318, into common stock. At December 31, 2000,
no preferred stock shares were outstanding.

In April 2001, the Company amended its articles of incorporation to increase the
number of preferred stock shares  authorized from 6,000,000 shares to 50,000,000
shares,  reduce  the par value of the  preferred  stock  from $1.00 to $.001 and
eliminated its previous rights and preferences.

On October 18, 2001, in connection with the Company's  merger with SGI (Note 1),
the Company issued 1,000,000  convertible preferred stock shares. The shares are
convertible  into common stock in an amount such that,  when added to the common
stock shares already issued to SGI, SGI will own 70% of the  outstanding  common
stock shares of the Company. No other rights or privileges exist with respect to
these shares.

4.       RELATED PARTY TRANSACTIONS

Stockholders
Prior to the  Company's  merger  transaction  with REP (Note 1), the Company had
outstanding  notes  payable to  stockholders  totaling  $1,510,000  and  accrued
interest payable  relating to these notes payable of $306,758.  The Company also
had an outstanding note payable  totaling  $497,000 and accrued interest payable
related to this note payable of $111,300 to a former  creditor  whose  President
was a former director of the Company.  The notes were unsecured,  due on demand,
convertible into preferred stock and contained  interest rates of 10% to 15%. As
a condition of the merger,  these notes  payable and all accrued  interest  were
converted into 867,657 common stock shares.

In October  2000,  the Company  borrowed  $45,000 from a  stockholder.  The note
payable  is due on or before  August 31,  2001,  bears  interest  at 9.0% and is
unsecured. The note also granted an option, which expired on August 31, 2001, to
purchase 45,000 common stock shares at $1.00 per share. At December 31, 2002 and
2001,  accrued  interest  payable  on  this  note  totaled  $5,404  and  $1,354,
respectively. (prior to the BBX transaction described below).


                                       26
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


During the year ended December 31, 2002, two other  stockholders made unsecured,
non-interest bearing advances to the Company totaling $28,260. The advances were
due upon demand as funds were  available.  On December 31, 2002,  these advances
were repaid through the issuance of 10,751,166 common stock shares.

Officers
--------

On March 31, 2002,  the Company  caused its REP  subsidiary to issued 304,817 of
its common stock shares to former officers to settle several  judgments  payable
totaling $146,709.  In addition,  on July 31, 2002, former officers  voluntarily
agreed to a reduction in the amount of accrued salaries payable to them totaling
$139,093.  These  transactions  have been  recorded as  additions to the paid in
capital of the Company.

BBXsupport, Inc. (BBX)
----------------------

On December 31, 2002,  the Company  issued  4,400,000 of its common stock shares
with a fair value of  $15,480,  along with  338,225  of its common  stock  share
holdings  in TFC,  1,798,136  of its  common  stock  share  holdings  in GOG and
5,240,096 of its common stock share holdings in its REP subsidiary with recorded
cost values of $4,320, $11,858 and $5,240, respectively,  to BBX in exchange for
future  consulting  services to be provided by BBX.  The  recorded  value of the
prepaid consulting  services total $37,258 and are reflected in the accompanying
consolidated financial statements as a current asset because the Company expects
to expend these services during 2003.

BBX is owned  approximately  50% directly and indirectly by a stockholder of the
Company.

5.       INVESTMENTS IN COMMON STOCK

Treasure Financial Corp. (TFC)
------------------------------

On January 11, 2002, the Company acquired  1,850,000 common stock shares of TFC,
representing  approximately  15% of its  outstanding  common stock,  through the
issuance of  4,000,000  common  stock  shares with a fair value of $24,000.  The
Company  accounted for its investment in TFC using the cost method.  On December
31,  2002,  338,225  TFC  shares  were  transferred  to BBX (Note 4) for  future
consulting  services  and  the  remaining  1,511,775  shares  were  spun-off  to
stockholders as a dividend.

Genesis Oil & Gas, Inc. (GOG)
-----------------------------

On April 28, 2002, the Company  acquired  2,247,669  common stock shares of GOG,
representing  all of its  outstanding  common  stock,  through  the  issuance of
3,705,508  common stock shares with a fair value of $14,822.  Because control of
GOG was expected to be temporary,  the Company  accounted for its  investment in
GOG using the cost  method.  On December  31,  2002,  1,798,136  GOG shares were
transferred  to BBX (Note 4) for future  consulting  services and the  remaining
449,533 shares were spun-off to stockholders as a dividend.


                                       27
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.       COMMITMENTS AND CONTINGENCIES

Employment agreements
---------------------

On July 1, 2000,  the Company  entered  into  employment  agreements  with three
former members of executive  management.  The  agreements,  which expire through
June 30, 2004,  provided for annual compensation of totaling $306,000 increasing
to $534,000 after the Company raised $2 million in equity funding.  In addition,
two of the agreements provided signing bonuses totaling $250,000,  payable after
the above funding has been raised. The Company had the option to pay half of the
amount  payable in common stock shares of the Company valued at the bid price of
the stock as of the effective date of the agreement. In the case of termination,
the agreements provided for a 12-month salary severance package,  reduced by 50%
if the  termination is for cause.  The agreements also provided stock options to
purchase up to 17,508,078 common shares at $.01 per share based on various goals
as these goals are defined in the agreements and 1,200,000 common shares at $.01
per share, which vest over three years.

In addition,  this  employment  agreement  provided  qualified stock options for
500,000 of the Company's  common stock at an exercise  price of $ 0.10 per share
(post  merger).  These  options vest over the three year term of the  employment
agreement  and  automatically  expire three years from the date they vest.  Upon
termination,  all vested options must be exercised within 45 days or they expire
and all  non-vested  options will be  cancelled.  Subject to the approval of the
Photonic's shareholders.

In connection with the Company's  merger with SGI (Note 1), the above agreements
were terminated and the Company is no longer  obligated under these or any other
employment  agreements.  In this process,  stock  options to purchase  8,679,039
common  stock  shares  were  fully  vested to the  former  executive  management
members.  The  options are  exercisable  at a price of $.01 per share and do not
expire (Note 8).

Leases
------

The Company was obligated under a non-cancelable  operating  sublease  agreement
for its office  facilities,  effective May 1, 2000 and which expired on December
31, 2001.  The  agreement  provided for a monthly  rental  payment of $5,232 and
there was no option for renewal.  However,  in June 2001, the Company was unable
to pay its  monthly  rent and the space was taken back along with the  Company's
property  and  equipment.  In  addition,  a  three-month  security  deposit  was
forfeited.  Although the Company is no longer  obligated  under this  agreement,
there is no assurance the sublessor will not initiate legal action in the future
to recover approximately $30,000 of unpaid rent.

Prior  to May 1,  2000,  the RE4S  leased  office  space  from  its  founder,  a
corporation  of Mr.  Fonteno  (see below)  under a  month-to-month  agreement at
$3,000 per month. Rent under this agreement totaled $15,000.

The Company  currently does not maintain office  facilities and is not obligated
under any noncancelable obligations.

Legal matters - Photonics Corporation
-------------------------------------

The Company is subject to legal proceedings that arise in the ordinary course of
business. Primarily, these lawsuits are the result of defaulted accounts payable
of Photonics  prior to the merger with  REpipeline.com,  Inc.  and  consequently
common stock has been  allocated for the payment of these  payables,  which have
been  reflected  in  the  accompanying  consolidated  financial  statements,  in
accordance with the agreed  participation of other Photonics'  accounts payable.
Management  believes  that the outcome of one or more of these  matters will not
have a material adverse effect on the Company's consolidated financial position,
operating results or cash flows.


                                       28
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On February 28, 2003, Bowne of Dallas, LP, a printing company,  sued Repipeline,
Inc. and its successor in interest,  Photonics Corporation,  in the County Court
of  Dallas,  Law No. 5, for unpaid  printing  costs  associated  with the merger
between  Repipeline  and the Company in November  2000. The suit is for $28,641,
but in the suit Bowne  admits to being  damaged in the  amount of  $18,063.  The
company will defend itself against this suit and prepare an adequate  settlement
offer.  Former  management of REP and the Company believe they were over charged
by Bowne  and Bowne  previously  agreed to settle  for  less.  This  amount  has
previously been recorded in the accompanying  consolidated financials statements
as an account payable.

Legal matters - REpipeline.com, Inc.
------------------------------------

Many of the employees of the Company had previously  been employees of RE4S. Tom
Bailey, who was hired as President and CEO of RE4S on January 27, 2000, resigned
his  position  as of May 1, 2000,  citing a breach of  Contract  and  failure to
disclose the criminal background of Mr. Douglas Fonteno,  the founder and acting
officer of RE4S.

In April 2000, Mr. Fonteno was  incarcerated  for parole  violation from a prior
conviction of securities  fraud. On April 28, 2000, the board of directors voted
to expunge all shares of RE4S owned by Mr.  Fonteno,  his family  members and/or
affiliated companies,  which were issued for inadequate consideration and proper
approval  by the Board of  Directors.  These  shares,  totaling  3,909,267,  are
currently held in treasury by a wholly owned nominee  corporation to be reissued
in the future to  outsiders  for  corporate  financing  of the  Company  and /or
acquisition.

Prior to his  displacement  from RE4S,  Mr.  Fonteno made  numerous non interest
bearing  advances to himself and several  entities  controlled  by him  totaling
$183,906.  Although these advances have been written off as uncollectable in the
accompanying financial statements,  the Company began the process of obtaining a
Writ of  Garnishment  against  Mr.  Fonteno  in the amount of  $180,858  and was
attempting to collect this amount.  However, this action was discontinued in mid
2001 due to the Company's lack of working capital.

On October 18, 2001, Mr. Fonteno filed another lawsuit  against  Repipeline.com,
Photonics,  and former  officers and directors of the Company  claiming  various
charges  and  claims of  wrongdoing.  Management  believes  this is a  frivolous
lawsuit without merit and will be defended vigorously.

7.       EMPLOYEE BENEFIT PLANS

The Company adopted a Shared Savings Plan (the SSP) covering  substantially  all
of its  employees.  The SSP  allows  employees  to defer from 2% to 12% of their
compensation  to the  maximum  amount  permitted  by law.  Employee  and Company
contributions  are  considered tax deferred under Section 401(k) of the Internal
Revenue  Code.  Under the terms of the SSP,  the  Company can  contribute,  on a
quarterly basis,  shares of its common stock to each employee's account equal in
value to 40% of the employee's  contributions,  limited, however to $2,000 or 6%
of   compensation   per  calendar   year,   whichever  is  less.  The  Company's
contributions vest at the rate of 25% for each full year of service, as defined,
but become 100% vested upon normal retirement,  disability or death. Neither the
Company nor any of its employees have made any contributions to this plan.



                                       29
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.       STOCK OPTION PLAN

The  Company's  stock  option plan (the 1997 Stock  Option  Plan) allows for the
issuance  of  incentive  and   nonqualified   stock  options  to  employees  and
consultants  of the Company.  Options  granted  under the Plan are generally for
periods  not to exceed ten years and  generally  must be at prices not less than
100% and 85%, for incentive and nonqualified stock options, respectively, of the
estimated  fair  value of the  stock on the date of grant as  determined  by the
Board of Directors.  Options granted to shareholders who own greater than 10% of
the  outstanding  stock are established at the estimated fair value of the stock
on the date of grant.  Stock  options  granted  by the  Company  to  others  are
primarily for legal and investment banking services.

In  connection  with the  Company's  acquisition  of SGI (Note 1),  the  Company
renegotiated  the  stock  options   previously  granted  to  former  members  of
management  (Note 5).  These  options  for  8,679,039  common  stock  shares are
considered a new grant pursuant to the above  pronouncement and are revalued for
purposes of the pro forma  information.  These options are fully vested,  do not
expire and exercisable at $.01 per share, the closing bid price of the Company's
common stock on the date of grant.  Accordingly,  no compensation was charged to
income using the intrinsic value method of accounting.

SFAS 123,  "Accounting  for Stock-Based  Compensation,"  requires the Company to
provide pro forma information  regarding net income and earnings per share as if
compensation  cost for the Company's  stock option plans had been  determined in
accordance  with the fair value method  prescribed  in this  pronouncement.  The
Company estimates the fair value of the stock options at the grant date by using
the  Black-Scholles  option  pricing-model  with the following  weighted-average
assumptions:  dividend yield of 0; expected volatility of 187 percent; risk-free
interest rates of 5.6%;  and expected  lives of three years.  The estimated fair
value  of  these  options  was  determined  to be  $.01.  Under  the  accounting
provisions  of SFAS 123,  the  Company's  net loss and loss per share would have
been changed to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                Year Ended        Year Ended        Cumulative
                                                 12/31/02          12/31/01       from Inception
                                              --------------    --------------    --------------
<S>                                           <C>               <C>               <C>
Net loss attributed to common shareholders:

    As reported                               $     (197,941)   $     (829,878)   $     (2,520,484)
    Pro forma                                 $     (197,941)   $     (916,668)   $     (2,705,753)

Basic and diluted loss per share:

    As reported                               $         (.00)   $         (.05)   $           (.07)
    Pro forma                                 $         (.00)   $         (.05)   $           (.08)
</TABLE>

9.       INCOME TAXES

The Company  accounts for corporate income taxes in accordance with Statement of
Financial  Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated  future tax consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases. In addition,
future tax benefits,  such as those from net operating loss carry forwards,  are
recognized to the extent that  realization  of such benefits is more likely than
not.  Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to  apply  to  taxable  income  in the  years  which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that  includes  the  enactment  date.  Other than the  deferred tax asset
relating to the  Company's  net  operating  losses,  which totals  approximately
$750,000  and which has been fully  offset by a valuation  reserve,  the Company
does not have any other significant deferred tax assets or liabilities.


                                       30
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A reconciliation  of income tax expense at the statutory  federal rate of 34% to
income  tax  expense at the  Company's  effective  tax rate for the years  ended
December 31, 2002 and 2001 and the period  August 19, 1999  (inception)  through
December 31, 2002 is as follows.

<TABLE>
<CAPTION>

                                    Year Ended        Year Ended        Cumulative
                                     12/31/02          12/31/01       from Inception
                                  --------------    --------------    --------------
<S>                               <C>               <C>               <C>
Tax expense (benefit) computed
     at statutory rate            $      (67,000)   $     (282,000)   $     (816,000)
Increase in valuation allowance           67,000           282,000           816,000
                                  --------------    --------------    --------------
                                  $         --      $         --      $         --
                                  ==============    ==============    ==============
</TABLE>


As of December 31, 2002, the Company has approximately $2,400,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2012. Prior to the Company's  merger  transaction with REP, the Company had
prior net operating loss carry forwards of  approximately  $ 102 million and tax
credit carry forwards of  approximately $ 2 million.  The Tax Reform Act of 1986
imposed  substantial  restrictions  of the utilization of net operating loss and
tax credit carry  forwards in the event of an  "ownership  change" as defined by
the Internal  Revenue Code. If the Company has an "ownership  change" as defined
by the Internal  Revenue Code, the Company's  ability to utilize the federal and
California  net  operating  losses could be reduced.  With respect to the merger
transaction with REP (Note 1), the Company has not made this  determination  and
it is not certain whether any of these prior carry forwards will be utilized.

10.      FINANCIAL INSTRUMENTS

The Company's  financial  instruments,  which are held for trading  purposes and
which  potentially  subject it to credit and other risks,  consists of its cash,
its advances to former employees and its notes payable, stockholders.

Cash
----

The Company  maintains its cash in bank deposit and other  accounts,  which,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such  accounts  and does not believe it is exposed to any  significant
credit risks involving its cash.

Advances to former employees
----------------------------

The Company's advances to its former employees were non interest bearing, due on
demand and secured by 28,186 shares of the Company's  common stock issued to the
former  employees but held by the Company.  Management  believed this collateral
would be sufficient to induce  repayment of the  advances,  however,  during the
year ended December 31, 2001, these advances were written off as uncollectible.

Note payable, stockholder
-------------------------

Management  believes the carrying value of this note represent the fair value of
this financial instruments because its terms are similar to those in the lending
market for comparable loans with comparable risks.


                                       31
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.      INTERIM FINANCIAL DATA

During the fourth  quarter of the year ended  December  31,  2000,  the  Company
entered into a merger  transaction  that was accounted  for as a reverse  merger
with the Company  being the acquired  entity for  financial  reporting  purposes
(Note 1). As a result, the accompanying  consolidated  financial statements have
been  restated to present the financial  position and  operating  results of the
acquiring entity for financial  reporting purposes.  Accordingly,  this basis of
presentation  is not  comparable  with the interim  financial  data presented in
previous fiscal quarters.

During the fourth quarter of the year ended December 31, 2001,  various year-end
adjustments  were made that  affected  the  operating  results  reported for the
quarter ended  September 30, 2001.  The effect of these  adjustments  would have
decreased   assets  by   approximately   $40,000,   increased   liabilities   by
approximately  $300,000  and  increased  stockholders'  deficit  and net loss by
approximately $340,000.

During the fourth quarter of the year ended December 31, 2002,  various year-end
adjustments  were made that  affected the  reported  amount of  liabilities  and
stockholders'  deficit for each interim  quarter.  For the quarters ended March,
June and  September,  the  effect  of these  adjustments  would  have  decreased
liabilities and stockholders'  deficit by approximately  $147,000,  $147,000 and
$286,000, respectively. There were no effects from these adjustments on reported
operating results.




















                                       32
<PAGE>

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

None

                                    PART III

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

The following table includes the names,  ages and positions of our directors and
executive  officers as of December  31, 2002.  A summary of the  background  and
experience of each of these individuals immediately follows the table.

Mark Lindberg               35                   President, CFO, and Director
Gene Chew                   64                   Director
Donald Hejmanowski          42                   Director

Mark Lindberg,  35, is President,  CFO and Director of our Company. Mr. Lindberg
has  more  than 14  years of  experience  in  public  accounting,  domestic  and
international finance and management of public and private companies.  From time
to time,  Mr.  Lindberg  holds  various  positions as President and CFO of other
publicly  traded  companies.  His term as an officer and  director in the public
companies  is  generally   for  short   periods  as   determined  in  a  planned
reorganization or completion of a public offering. Mr. Lindberg currently serves
as  an  officer   and   director   in  two  OTC   companies,   both  in  planned
reorganizations. Prior to this, he served as Chairman and CEO of an OTC Bulletin
Board Internet  holding  company.  From 1991 to 1996, Mr. Lindberg  directed the
operations of National  Health Care Discount,  Inc. in Dallas,  Texas, a private
direct marketer of health and wellness services. Mr. Lindberg started his career
as a Tax Specialist at Deloitte & Touche in Kansas City, Missouri.  Mr. Lindberg
has a Bachelor of Science degree in accounting  from Baker  University  where he
attended on a golf scholarship.

Gene E. Chew, 64, is a Director of our Company.  From 1997 to present,  Mr. Chew
has been President of American International  Petroleum, a NASDAQ traded refiner
and  marketer  of asphalt  based  products.  Prior,  Mr. Chew was  President  of
TRIFINERY,  a Gulf  Coast  refinery.  Mr.  Chew has also  held  upper-management
positions with Transgulf  Petroleum,  British  Petroleum and Petro Diamond.  Mr.
Chew received his Bachelor in Accounting from Lehigh University.

Donald  Hejmanowski,  42, is a  Director  of our  Company.  Mr.  Hejmanowski  is
currently Vice  President of Finance and a Director of NuTek,  Inc., a reporting
company.  From 1990 to present,  Mr.  Hejmanowski  was President of HDL, Inc. an
investment bank that  specialized in mergers and  acquisitions,  capital raising
and investor relations.  Mr. Hejmanowski has also served as President of Genesis
Oil and Gas and as President of New Lift, Inc. Mr.  Hejmanowski also has serv ed
as a financial  consultant  for 10 years and was a NYSE branch manager for Tripp
and Co. Mr.  Hejmanowski  received  his  Bachelor  of  Science in finance  and a
Bachelor of Arts in Economics from Eastern Illinois.

Michael Della Donna, a former  officer and director of the company,  resigned in
February  2002.  There  were no  disagreements  with Mr.  Della  Donna and he is
pursuing new opportunities.

Daniel Koch and David Feinne,  although  reported as directors and officers last
year,  did not  accept  their  nominations  to the  board,  did not  attend  any
executive  meetings,  did not  attend an board  meetings,  and did not act as an
officer  or  director  in  any  capacity  for  the  Registrant.   There  are  no
disagreements with either Mr. Koch or Mr. Feinne.


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Our directors receive no cash compensation for their services as directors. Our
policy is to reimburse non-employee directors for expenses actually incurred in
connection with attending meetings of our board of directors. Directors and
executive officers are also eligible for stock and option grants under our stock
option plans as determined by our board of directors.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the Exchange Act  requires  our  officers and  directors,  and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership  and change in ownership  with the SEC. Our  officers,
directors and greater than 10%  stockholders  are required by SEC regulations to
furnish us with copies of all Section  16(a)  forms they file.  We believe  that
from January 1, 2002 through  December  31,  2002,  none of filing  requirements
applicable to our officers,  directors  and greater than 10%  stockholders  were
timely  met.  In 2003,  the  Company  intends to aid and  assist  its  officers,
directors and greater than 10% stockholders to meet timely filing deadlines.

ITEM 10 EXECUTIVE COMPENSATION

The following  table sets forth the cash and other  compensation  we paid during
the last three fiscal years to our chief executive officer,  president and other
individuals who served as executive  officers and whose total  compensation  was
$100,000 or more.

                         Year         Salary         Bonus        Stock Awards

Mark Lindberg            2002          $0             $0           $ 4,400 (1)
President, Treasurer,    2001          $0             $0           $14,706
Secretary                2000          $0             $0           $     0

(1)      The Registrant  issued  4,400,000 shares of common stock to BBXsupport,
         Inc., an affiliated  entity of Mark  Lindberg.  The quoted price of the
         stock on the day of issuance was $0.001 bid.

EMPLOYMENT AGREEMENTS

There  are  no  current  employment  agreements  with  any of  the  officers  or
directors.  All previous  agreements have been cancelled through the issuance of
notes payable and stock.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of December 31, 2002,  certain  information
concerning the beneficial ownership of each class of our voting stock held by:

-        each  beneficial  owner  of 5% or more of our  voting  stock,  based on
         reports filed with the SEC and certain other information;

-        each of our directors; - each of our executive officers; and

-        all of our executive officers and directors as a group.

NAME AND ADDRESS (1)       COMMON (2)    % COMMON    PREFERRED (2)   % PREFERRED

Mark Lindberg                200,000      0.002         14,084           1.41
Gene Chew                    450,000      0.005         14,084           1.41
Donald Hejmanowski           600,000      0.006         42,254           4.23
BBXsupport, Inc.(3)        4,400,000      0.049            0             0.00

Officers and Directors
as a group                4,525,000       0.050%        70,422          07.04%

(1)      The address of each  officer a nd director is 5710 LBJ  Freeway,  Suite
         215, Dallas, Texas 75240.
(2)      Unless  otherwise  indicated,  we believe that all persons named in the
         table have sole voting and investment  power with respect to all shares
         of common  stock  beneficially  owned by them. A person is deemed to be
         the beneficial owner of securities which may be acquired by such person
         within 60 days  from the date on which  beneficial  ownership  is to be
         determined  upon the  exercise  of  options,  warrants  or  convertible
         securities. Figures are as of December 31, 2002.
(3)      BBXsupport, Inc., offices at 5710 LBJ Freeway, Suite 215, Dallas, Texas
         75240 and is 50% directly or  indirectly  owned by the President of the
         Registrant, Mark Lindberg.


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ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December  31,  2002,  the board of  directors  approved  the grant of certain
common stock  holdings by the  Registrant  to  BBXsupport,  Inc.,  an affiliated
company of the President of the Registrant. The board determined that due to the
inability of the company to raise capital or provide the  professional  services
necessary to effect the spin off's or completed contemplated transactions of the
entities owned by Photonics, that it was in the best interest of the company and
its  shareholders to grant such stock to BBXsupport,  Inc. The board  recognizes
the efforts of BBXsupport are on a best efforts basis.

ITEM 13 EXHIBITS AND REPORTS ON FORM 8K

(1)      8K dated May 21, 2002 announcing the cancellation of 52,576,550  shares
         of common stock held in an acquisition  subsidiary's name, incorporated
         by reference.
(2)      99.01 - Certification of Mark Lindberg under the Sarbones Oxley Act.

SIGNATURE

Pursuant to the  requirements  of Section 3 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
By the undersigned, thereunto duly authorized.

PHOTONICS CORPORATION

DATE:    March 20, 2003

BY:  /s/ Mark Lindberg
   -------------------
   Mark Lindberg
   President and CFO
















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