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, 2001

          [ ] 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)

     47 S. Palm Avenue, Suite 210                       (972) 745-3020
        Sarasota, Florida 34236
(Former Address of Principal Executive Offices)   (Issuer's telephone number)

12377 Merit Drive, Dallas, Texas 75251 #400             (972) 726-7473
          Sarasota, Florida 34236
       (Former Address of Principal           (Issuer's former telephone number)
           Executive Offices)

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 not  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 (X)  No ( )

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, 2001 was  $322,806.  The market value is based upon the average bid
price of the Common Stock of $ 0.006 per share on December 31, 2001.  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, 2001 was 65,575,126 shares.

<PAGE>

                             Index to Annual Report


                                     PART I

                                                                            Page
                                                                            ----


ITEM 1 BUSINESS                                                               3

ITEM 2 PROPERTIES                                                             4

ITEM 3 LEGAL PROCEEDINGS - PHOTONICS CORPORATION                              4

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    6


                                     PART II


ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND
       RELATED STOCKHOLDER MATTERS                                            6

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS                                   7

ITEM 7 FINANCIAL STATEMENTS                                                  10

            Independent Auditors Consent                                     11
            Balance Sheet                                                    12
            Statement of Operations                                          13
            Stockholders Deficit                                           14-17
            Statement of Cash Flows                                          18
            Statement of Cash Flows - Net Loss Reconciliation                19
            Notes to Financial Statements                                    20

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
       ON ACCOUNTING AND FINANCIAL DISCLOSURE                                27


                                    PART III


Item 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
       COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                     27

ITEM 10 EXECUTIVE COMPENSATION                                               29

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       30

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       30

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                     30


<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 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.

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

                                       3

<PAGE>

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.

The  Company  currently  does not have any full time or part time  employees  or
consultants,  although  the Board of  Directors  provides  full time  oversight,
administration, and conduct of the day to day affairs of the Company.

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.

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.

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.

ITEM 2 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  1,000 square feet of office space
at 47 South Palm Avenue,  Suite 210,  Sarasota,  Florida 34236.  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


                                       4
<PAGE>

     2.   Abstract  of  judgment   dated  October  12,  1999;   Plaintiff:   ACI
          Corporation.   Defendant  Data  Technologies  Corporation.  Amount  of
          judgment: $16,753.00
     3.   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)
     4.   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.
     5.   Abstract of Judgment dated January 13, 2000,  Judicial  District Court
          of Harris County, Texas,  Plaintiff Innovative Vanguard Group, Inc. v.
          Defendant Photonics Corporation. Amount of judgment $ 99,630.45.
     6.   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
     7.   Potential litigation - Fireman's Fund for $ 6,030.00.
     8.   Potential litigation - Accountant Plus now known as Nelson Staff for $
          2,896.00.
     9.   Potential claim from Fudan University,  Shanghai,  China in the amount
          of $6,000.00.
     10.  Potential claim from an employee of the predecessor company,  Qume for
          employee allegedly contracting "black lung disease" after inhaling ink
          toner at the  office.  There has been no contact  from this  potential
          claimant for over two years.

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

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

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.

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.


                                       5
<PAGE>


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:

                                                    High           Low

     Fiscal Year Ending December 31, 2000
                   First Quarter                   $1.000         $0.750
                   Second Quarter                  $0.500         $0.500
                   Third Quarter                   $0.300         $0.062
                   Fourth Quarter                  $0.375         $0.062
     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

NUMBER OF SHAREHOLDERS AND TOTAL OUTSTANDING SHARES

As of December 31, 2001, there were approximately 2,000 holders of record of our
common  stock and we had  approximately  65,575,126  common  shares  issued  and
outstanding.


                                       6
<PAGE>

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, 2001,  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, 2001,  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

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.

In the quarter  ending  December 31, 2001,  new  management  was put in place to
continue operations of the Company.

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


                                       7
<PAGE>

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.

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.

Subsequent Events:

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 is expected
to spin off the  entity  as a  distribution  to the  shareholders  of  Photonics
Corporation, with a record date of February 1, 2002.

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 agreement has not yet closed as of
the date of filing.

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.  The  Company is
expected to transfer the assets of Genesis into a wholly owned subsidiary.

Decision not to pursue Letter of Intent with Electronic Marketers

The  Company's  Board of  Directors  has decided not to finalize an agreement to
acquire Electronic Marketers.

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, 2001  COMPARED TO YEAR
ENDED DECEMBER 31, 2000

REVENUES

The company did not produce any revenue in period ending December 31, 2001.

COSTS AND EXPENSES

The company incurred losses from operations for the twelve months ended December
31, 2001 of $829,878  as  compared to losses of  $1,373,510  for the same period
last year.  The reduction in costs is associated  with the "scaling down" of day
to day operations of the Company's subsidiary, REpipeline.com.

For the twelve months ended December 31, 2001, the Company  incurred General and
Administrative  costs of $329,773 and  Depreciation  and  Amortization  costs of
$78,683 as  compared to $519,773  and $8,430,  respectively  for the same period


                                       8
<PAGE>

last year. For the twelve months ended  December 31, 2001, the Company  incurred
Acquisition Costs of $143,000 versus $364,369 for the same period last year. For
the twelve months ended  December 31, 2001, the Company  incurred  Marketing and
Promotion  costs of $5,459 and  Compensation  and Benefits  costs of $268,913 as
compared to $49,954 and $45,513, respectively for the same period last year.

CAPITAL EXPENDITURES

We do not have any large capital expenditures planned for 2002.

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.


                                       9
<PAGE>

ITEM 7 FINANCIAL STATEMENTS


                              Photonics Corporation

                                and Subsidiaries

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditor's Report

                     Years Ended December 31, 2001 and 2000

                                       and

                   For the Period August 19, 1999 (Inception)

                            Through December 31, 2001













                                       10
<PAGE>

                          Independent Auditor's 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,
2001  and  2000,  and  the  related   consolidated   statements  of  operations,
stockholders'  deficit, and cash flows for the years ended December 31, 2001 and
2000 and for the period August 19, 1999  (inception)  through December 31, 2001.
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, 2001 and 2000, 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.


/s/  Turner, Stone & Company, L.L.P.
------------------------------------


Turner, Stone & Company, L.L.P.
Certified Public Accountants
Dallas, Texas
March 22, 2002

                                       11

<PAGE>
<TABLE>
<CAPTION>


                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000
                           --------------------------


                                     Assets
                                     ------

                                                                  2000           2001
                                                              -----------    -----------
<S>                                                           <C>            <C>
Current assets:
     Cash$                                                           --      $    20,030
     Advances to former employees                                    --           36,661
                                                              -----------    -----------

         Total current assets                                        --           56,691

Property and equipment, at cost, net of
     accumulated depreciation of $2,997                              --            6,993

Other assets:
     Capitalized web site development costs,
         less accumulated amortization of $83,615
         and $6,432, respectively                                 147,933        225,116
     Rental security deposit                                         --           15,696
                                                              -----------    -----------

                                                              $   147,933    $   304,496
                                                              ===========    ===========


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

Current liabilities:
     Accounts payable, trade                                  $   524,588    $   525,042
     Accrued expenses                                             222,360        172,076
     Notes payable, stockholder                                    45,000         45,000
                                                              -----------    -----------

         Total current liabilities                                791,948        742,118
                                                              -----------    -----------

Commitments and contingencies                                        --             --

Stockholders' deficit:
     Preferred stock, $.001 par value, 50,000,000
        shares authorized, 1,000,000 shares issued
        and  outstanding                                            1,000           --
     Common stock, $.001 par value, 200,000,000
        shares authorized, 118,143,676 and 73,540,648
        shares issued and 65,575,126 and 27,068,901
        shares outstanding, respectively                          118,143         73,540
     Paid in capital in excess of par                           1,559,385        981,503
     Deficit accumulated during the development stage          (2,322,543)    (1,492,665)
     Treasury stock 52,568,550 and 46,471,747
     common stock shares, at no cost                                 --             --
                                                              -----------    -----------

                                                                 (644,015)      (437,622)
                                                              -----------    -----------

                                                              $   147,933    $   304,496
                                                              ===========    ===========
</TABLE>


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


                                       12
<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2001
                            -------------------------





                                            Year Ended        Year Ended        Cumulative
                                             12/31/01          12/31/00       from Inception
                                          --------------    --------------    --------------
<S>                                       <C>               <C>               <C>

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

Cost and Expenses
     Web site development costs                     --             384,492           450,313
     Marketing and promotion                       5,459            49,954            64,400
     Compensation and benefits                   268,913            45,513           333,013
     General and administrative                  329,773           519,073           872,607
     Acquisition costs                           143,000           364,694           507,694
     Depreciation and amortization                78,683             8,430            88,112
                                          --------------    --------------    --------------
                                                 825,828         1,372,156         2,316,139

Loss from operations                            (825,828)       (1,372,156)       (2,316,139)

Interest expense                                   4,050             1,354             6,404
                                          --------------    --------------    --------------

Loss before income taxes                        (829,878)       (1,373,510)       (2,322,543)

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

Net loss                                  $     (829,878)   $   (1,373,510 )  $   (2,322,543)
                                          ==============    ==============    ==============

Loss per share
     Basic                                $         (.02)   $         (.05)   $         (.07)
     Diluted                              $         (.02)   $         (.05)   $         (.07)
</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 STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2001
      --------------------------------------------------------------------



                                                     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 (a)        73,326            --                (0)







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

                                       14

<PAGE>

                             PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2001
      --------------------------------------------------------------------




                                  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
</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, 2001 AND 2000
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2001



                                                     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 (b)$    118,143    $       --      $       --
                                 ============    ============    ============    ============    ============    ============


      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 CONTINUED
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
      FOR THE PERIOD AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2001


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

Common stock issued for               107,990                         108,123
   services
                                                                         --
Acquisition of REP
                                                   (1,373,510)     (1,373,510)
Net loss                         ------------    ------------    ------------

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

Common stock issued for                83,678                          85,150
   cash

Common stock issued for               317,532                         328,956
   services

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

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

Common stock issued to                 (8,024)                           --
   Company as treasury stock
                                                     (829,878)       (829,878)
Net loss                         ------------    ------------    ------------

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

</TABLE>


Footnotes:

(a)  As of  December  31,2000,  there  were  44,381,627  shares  held  in  REP-T
Acquisition and Finance Corp held as "treasury shares" for future issuances.

(b) As of  December  31,  2001,  there  were  38,572,745  shares  held in  REP-T
Acquisition  and Finance Corp held as "treasury  shares" and  13,995,805  shares
held in Photonics  Corporation.  In both instances,  these shares are considered
"treasury shares". Management believes the shares will be cancelled and returned
to treasury or used for future  acquisitions and financings.  Total  outstanding
shares issued per Corporate  Stock  Transfer is  118,069,756  as of December 31,
2001.

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

                                       17

<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2001 AND 2000
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2001
                            -------------------------




                                                      Year Ended        Year Ended        Cumulative
                                                       12/31/01          12/31/00       from Inception
                                                    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>
Cash flows from operating activities:
     Cash received from customers                   $         --      $         --      $         --
     Cash paid to employees                                (18,500)          (86,920)         (122,340)
     Cash paid to suppliers                                (86,680)         (313,780)         (476,991)
     Interest paid                                            --                --              (1,000)
     Income taxes paid                                        --                --                --
                                                    --------------    --------------    --------------

        Cash used in operating activities                 (105,180)         (400,700)         (600,331)
                                                    --------------    --------------    --------------

Cash flows from investing activities;
     Purchase of property and equipment                       --                --              (9,990)
     Web development expenditures                             --            (151,314)         (166,126)
     Rental deposit advanced                                  --             (15,696)          (15,696)
     Advances to former employees                             --            (216,518)         (284,534)
                                                    --------------    --------------    --------------

        Cash used in investing activities                     --            (383,528)         (476,346)
                                                    --------------    --------------    --------------


Cash flows from financing activities:
     Proceeds from issuance of common stock                 85,150           759,258         1,031,677
     Proceeds from note payable, shareholder                  --              45,000            45,000
                                                    --------------    --------------    --------------

        Cash provided by financing activities               85,150           804,258         1,076,677
                                                    --------------    --------------    --------------

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

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

Cash at end of the period                           $         --      $       20,030    $         --
                                                    ==============    ==============    ==============
</TABLE>


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


                                       18


<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2001 AND 2000
                   FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2001
                            -------------------------



                           Reconciliation of Net Loss
                           --------------------------
                         To Net Cash Used in Operations
                         ------------------------------


                                                        Year Ended        Year Ended        Cumulative
                                                         12/31/01          12/31/00       from Inception
                                                      --------------    --------------    --------------
<S>                                                   <C>               <C>               <C>
Net loss                                              $     (829,878)   $   (1,373,510)   $   (2,322,543)
                                                      --------------    --------------    --------------

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

     Depreciation and amortization                    $       78,683    $        8,430    $       88,112
     Common stock issued for services                        395,335           108,123           503,851
     Provision for uncollectable advances                     36,661           247,873           284,534
     Merger acquisition costs                                143,000           364,694           507,694
     (Increase) decrease in assets                            21,190              --              21,190
     Increase (decrease) in accounts
        payable                                                 (455)           77,136            99,993
     Increase (decrease) in accrued
        expenses                                              50,284           166,554           216,838
                                                      --------------    --------------    --------------
                                                             724,698           972,810         1,722,212
                                                      --------------    --------------    --------------

Net cash used in operating activities                 $     (105,180)   $     (400,700)   $     (600,331)
                                                      ==============    ==============    ==============


                       Supplemental Disclosure of Non Cash
                       -----------------------------------
                       Investing and Financing Activities
                       ----------------------------------


Issuance of common stock in
    exchange for services                             $      395,335    $      108,123    $      503,851

Web development expenditures
    incurred as accounts payable                      $         --      $       65,422    $       65,422
</TABLE>


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

                                       19

<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 5) 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.,  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.

                                       20
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 $640,000. 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  its
operations  and  management  anticipates  revenues to be generated by the end of
2002.  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 will be Subscription Income, which is a $22.95 per
month charge to the users. This subscription allows the user unlimited access to
the website for a variety of uses. Secondary revenue is derived from commissions
on  services  sold to the  website  subscriber  which are  provided  by  outside
sources.  These services currently consist of sign, card,  brochure  preparation
and   distribution;   and  will  soon  include   procurement   preparation   and
conferencing.

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

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation  of property and equipment is being  provided by the  straight-line
method over estimated useful lives of three to seven years.

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, 2001 and 2000 and the period August 19, 1999  (inception)  through  December
31, 2001, basic loss per share amounts are computed using 38,340,105, 27,068,901
and  31,714,624,  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 5 and 7)
because the effect would be antidilutive.

                                       21
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.  The Company has not identified any
asset impairments since its inception.

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

The Company  accounts 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
will be 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 will be 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 7).

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.

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, 2001 and 2000 and the period  August 19,  1999  (inception)
through  December 31, 2001,  amortization  expense totaled  $77,183,  $6,432 and
$83,615, respectively.

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.

                                       22
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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, 2001 and
2000,  accrued  interest  payable  on  this  note  totaled  $5,404  and  $1,354,
respectively.

5.   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.

                                       23
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 7).

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.

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.

                                       24

<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.   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.

7.   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.

                                                Year Ended        Year Ended          Cumulative
                                                 12/31/01          12/31/00         from Inception
                                              --------------    --------------      --------------
<S>                                           <C>               <C>                 <C>
Net loss attributed to common shareholders:

         As reported                          $     (829,878)   $     (1,373,510)   $   (2,322,543)
         Pro forma                            $     (916,668)   $     (1,471,989)   $   (2,507,812)

Basic and diluted loss per share:

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

                                       25
<PAGE>



                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.   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.

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, 2001 and 2000 and the period  August 19, 1999  (inception)  through
December 31, 2001 is as follows.

                                   Year Ended      Year Ended      Cumulative
                                    12/31/01        12/31/00     from Inception
                                 --------------  --------------  --------------

Tax expense (benefit) computed
     at statutory rate           $     (282,000) $      467,000) $     (749,000)
Increase in valuation allowance         282,000         467,000         749,000
                                 --------------  --------------  --------------
                                 $         --    $         --    $         --
                                 ==============  ==============  ==============

As of December 31, 2001, the Company has approximately $2,200,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2011. 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.

9.   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.

                                       26
<PAGE>

                              PHOTONICS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

The Company's advances to its former employees are non interest bearing,  due on
demand and are secured by 28,186 shares of the Company's  common stock issued to
the  former  employees  but  held  by  the  Company.  Management  believes  this
collateral will be sufficient to induce repayment of the advances and that it is
not exposed to any  significant  credit risks  affecting these advances and that
these advances are fairly stated at estimated net realizable amounts.

Notes payable, stockholders
---------------------------

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.

10.  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.

In  addition,  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.

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, 2001.  A summary of the  background  and
experience of each of these individuals immediately follows the table.

Michael Della Donna        41              Chairman, CEO, Secretary and Director
Mark Lindberg              34              President, CFO, and Director
David Feinne               41              Director
Gene Chew                  62              Director
Donald Hejmanowski         41              Director
Daniel Koch                41              Director
Mark Lancaster*            44              Former Secretary and Director

*    - resigned on December 30, 2001 as a Director and Secretary of the Company

Michael Della Donna, 41, is the Chairman, CEO, Secretary,  and a Director of our
Company.  From March  1996 to  November  1999,  he was the  managing  partner of
Brownstone  Partners, a financial capital firm that specialized in strategic and

                                       27

<PAGE>

business planning,  capital raising and strategic design. Between March 1991 and
January 1994, Mr. Della Donna acted as a financial consultant with global firms,
including Smith Barney and Dean Witter.  He has also consulted with companies on
ways to be more  efficient  in their use of capital and manpower and assisted in
mapping  out  plans of  strategy  for  companies  to reach  specific  goals  and
thresholds. Mr. Della Donna received his BS degree from H. Lehman College.

Mark Lindberg,  34, is President,  CFO and Director of our Company. Mr. Lindberg
has  more  than 12  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.

David Feinne, 41, is a Director of our Company. Prior to that, Mr. Feinne served
as Vice President of Sales and Operations for Union Standard,  an  international
importer/exporter of high end manufacturing equipment. Mr. Feinne also served as
Operations Manager for Robert Half International, one of the largest recruitment
firms in the world.  Mr. Feinne also worked for Coopers and Lybrand.  Mr. Feinne
received his Bachelor of Science in accounting  from Boston  University  and his
Masters of Science in Economics from CCNY.

Gene E. Chew, 62, 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,  41, 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.

Daniel Koch, 41, is a Director of our Company. Mr. Koch currently serves as Vice
President of Sales and Marketing for OTT-LITE  Technology,  has over 20 years of
senior  management  experience  in sales and  marketing  with such  companies as
Wyeth-Ayerst  Laboratories,  SofSource  Inc.  and Philip  Morris  USA.  Mr. Koch
received his BA from Ohio State  University  and his MBA from the  University of
North Dakota.

Mark Lancaster,  44, resigned from the company on December 30, 2001 as Secretary
and Director.

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.

                                       28
<PAGE>

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, 2001  through  December 31,  2001,  some,  but not all,  filing
requirements  applicable  to  our  officers,  directors  and  greater  than  10%
stockholders were timely met. In 2002, 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

Michael Della Donna       2001         $0             $0            $14,700
Chairman/CEO              2000         $0             $0            $0
                          1999         $0             $0            $0

Mark Lindberg             2001         $0             $0            $16,679
President                 2000         $0             $0            $0
                          1999         $0             $0            $0

David Feinne              2001         $0             $0            $1,750
CFO                       2000         $0             $0            $0
                          1999         $0             $0            $0

Mark Lancaster (3)        2001         $0             $0            $17,500
Secretary                 2000         $0             $0            $0
                          1999         $0             $0            $0

G. Thomas Bailey (1)      2001         $114,500       $0            $73,035
Former President          2000         $0             $0            $0
                          1999         $0             $0            $0

Joseph Langston (1)(2)    2001         $30,250        $0            $33,468
Former CFO                2000         $0             $0            $0
                          1999         $0             $0            $0

(1) Mr. Bailey and Mr.  Langston have options  exercisable at $0.01 per share of
7,354,039  and  700,000  respectively.  This is not  included  in  their  yearly
compensation since the bid price on December 31, 2001 was $0.006 per share.

(2) All  compensation  paid to Joseph  Langston was paid to the Langston  Family
Limited Partnership.

(3) Mark  Lancaster  resigned  as a Director  and  Secretary  of the  Company on
December 30, 2001 to pursue other business interests.

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.

                                       29
<PAGE>

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2001, 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 (3)   PREFERRED (2)   % PREFERRED

Michael Della Donna    3,600,000     5.5%           105,634         10.56%
Mark Lindberg          2,582,658     3.90            14,084         1.41
David Feinne             550,000     0.80            21,126         2.11
Mark Lancaster(4)      4,890,000     7.46           211,268         21.13
Gene Chew                450,000     0.68            14,084          1.41
Donald Hejmanowski       600,000     0.91            42,254          4.23
Daniel Koch                    0     0                    0          0
G. Thomas Bailey (5)   3,882,349     6.9                  0          0
Joseph Langston (6)    3,175,864     4.8                  0          0

Officers and Directors
as a group             12,267,658   18.72%          408,450         40.85%

     (1)  The  address of each  officer and  director  is 47 South Palm  Avenue,
          Suite 210, Sarasota, Florida 34236.
     (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, 2001.
     (3)  As of December 31, 2001,  there were  38,572,745  shares held in REP-T
          Acquisition and Finance Corp, a nominee corporation, held as "treasury
          shares" and 13,995,805 shares held in Photonics  Corporation.  In both
          instances,  these shares are considered "treasury shares".  Management
          believes the shares will be cancelled and returned to treasury or used
          for future  acquisitions and financings.  The total outstanding shares
          issued per Corporate Stock Transfer are 118,143,676 as of December 31,
          2001.
     (4)  Mark Lancaster  resigned as a Director and Secretary of the Company on
          December 30, 2001 to pursue other business interests.
     (5)  G. Thomas Bailey  resigned as President on October 18, 2001.  Does not
          include  vested  options,  exercisable  at  $0.01,  in the  amount  of
          7,354,039.
     (6)  Joseph   Langston   holds  his  shares  in  Langston   Family  Limited
          Partnership  and  resigned  from the Company as CFO on June 30,  2001.
          Does not include vested  options,  exercisable at $0.01, in the amount
          of 700,000.


ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K

     (1)  8K dated November 5, 2001  announcing the  acquisition of The Sarasota
          Group,  Inc.,  resignation of current directors and appointment of new
          directors.
     (2)  8K dated May 30, 2001, announcing the resignation of James T. Koo as a
          director of the company.

                                       30
<PAGE>

     (3)  8K dated March 21, 2001,  announcing  the approval of the November 28,
          2000 acquisition of REpipeline.com, Inc., amendment to the Articles of
          Incorporation, appointment of new directors.

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 26, 2002

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