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

                                    10-KSB/A

  [X] Annual Report under section 13 or 15(d) of the Securities  Exchange Act of
    1934 for the fiscal year ended 12/31/00.

                      Commission File Number ______________


                              Photonics Corporation
                         -------------------------------
                (Name of Registrant as Specified In Its Charter)

             California                                   77-0102343
             ----------                                   ----------
      (State of Incorporation)                       (IRS Employer Number)

Suite 400, 12377 Merit Drive
Dallas, Texas  751422                                  972-726-7473 ex 226
(Address of principal executive offices)           (Issuer's telephone number)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days
Yes ( )  No (X)

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 of December 31, 2000 was $ 1,364,586.  The market value is
based upon the  average  bid price of the  Common  Stock of $ 0.062 per share on
December 31, 2000.

The  Company had  32,229,436  shares of common  stock,  par value of $ 0.001 per
share, outstanding as of December 31, 2000.

<PAGE>

                                      INDEX

Part I
       Item 1
         Business                                        5
         General                                         5

       Item 2
         Properties                                      7

       Item 3
         Legal Proceedings                               7

       Item 4
         Submission of Matters
         to a Vote of Security Holders                   8

Part II
       Item 5
         Market for Common Equity                        8

       Item 6
         Management's Discussion and Analysis            9
         Liquidity and Capital Resources                11
                  Other Matters                         12

       Item 7
         Financial Statements                           12

       Item 8
         Changes in and Disagreements
         with Accountants on Accounting
         And Financial Disclosures                      12

Part III
       Item 9
         Director, Executive officers,
         Promoters and Control Person:
         Compliance with Section 16a of
         the Exchange Act                               12
         Indemnification Agreement                      13

       Item 10
         Executive Compensation                         13
         Board of Director's Report on
         Repricing of Options/SARs                      14

       Item 11
         Security Ownership of Certain
         Beneficial Owners and Management               14

       Item 12
         Certain Relationships and
         Related Transactions                           15

       Item 13
         Exhibits and Reports on Form 8K                16

         Signature Page                                 16

         Quarter 4 Income Statement Comparison          16





                                       2
<PAGE>

Introduction

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

Part I
Item 1.    Business
General

Photonics  d.b.a.  Data  Technology   resulted  from  the  merger  of  Photonics
Corporation  and DTC Data  Technology  Corporation  in March  1996.  The Company
marketed and sold IDE, I/O, BIOS upgrade,  and SCSI products for IBM  compatible
PCs to Value Added Resellers (VARs), and System integrators through distribution
and retailers for the upgrade after market.

Photonics had difficulty in maintaining revenue and profitability.

            Selected Historical Financial Information
            (in thousands, except per share amounts)
                             Years Ended December 31,  Six Months Ended June 30,
                              1997     1998     1999            2000
                                                             (unaudited)

PHOTONICS
Historical Statement of
 Operations Data:
 Net revenues ...............$5,662   $3,484   $  724          $    0
  Loss from operations.......  (399)  (2,705)    (964)            (59)
  Net loss ..................  (459)  (2,708)  (1,416)           (222)
  Net loss per share ........$ (.11)  $(0.62)  $ 0.32)         $ (.03)
  Weighted average shares
  Outstanding................ 4,173    4,336    4,336           4,765



                             Years Ended December 31,  Six Months Ended June 30,
                              1997     1998     1999             2000
                                                              (unaudited)

PHOTONICS
Historical Balance
 Sheet Data:
 Cash and cash equivalents...$      5   $   42   $   75     $   16
Total assets.................   2,807      852       75         16
Current liabilities..........   3,018    4,018    3,970      4,213
Total shareholders' equity
      (deficiency............    (813)  (3,291)  (3,895)    (4,197)


Consequently,  during late January and into the first few days of February 2000,
days before the Company  planed 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 has deferred the Chapter 11 filing; and has
been actively pursuing the acquisition of RE4S and, following the termination of
that transaction,  the acquisition of REP-T.  However, no assurance can be given
that the acquisition will complete. Failure to consummate this acquisition,  the
only alternative for the Company will be filing Chapter 7 for  liquidation.  The
Company  estimates after paying off the priority  employee  payroll and vacation
debt,  the  unsecured  debt holder will receive less than two cents  ($0.02) for
every  dollar  of debt.  No  assurance  can be given  that  there  will be funds
generated  to pay any person.  Registrant  does not expect its  shareholders  to
obtain any monies if it is required to file liquidation.


                                       3
<PAGE>

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  REP-T.  The merger was approved by the  shareholder's  of Photonics and
REpipeline.com on November 28, 2000.

REpipeline.com  is a vertical  service  provider to the  commercial  real estate
industry.  REpipeline  rolled out their  internet based  commercial  real estate
services in late December 2000 in the Dallas,  Texas Market. The roll out of its
services  was to correct any  technology  problems and to refine the market plan
for the  company  services.  The  company  has as of March 28, 2001 signed up 85
subscribers for its services in the Dallas market and the plan is to expand into
32 cities by the end of 2001.

The  commercial  real estate  business  community  is  comprised  of Real Estate
Brokers,   Lessees,   Property   Managers,   Attorneys,    Contractors,   Office
Furniture/Space  Planners and many other industries related companies.  The U.S.
Census  Bureau  reports  that the Real  Estate  Brokerage  industry  consists of
740,000 Real Estate Brokers/Agents. These professionals generate over 20 billion
transactions  annually. In addition,  there are 29 other company categories such
as estate attorneys, architects and contractors that total approximately another
5 to 7 million. Annual revenue potential for REpipeline's  subscription services
is $1.5 billion and the online contract signing annual revenue is $220 million.

REpipeline will focus its services to the small and midsize company market which
represent  80%  of  the  market  which  spends  over  $57  billion  annually  on
technology.  Our  competitor's  currently  only  offer  single  solution  sites.
REpipeline will offer multiple  workflow and transaction  management tools while
integrating  multiple  Internet  based  services into one site. The Company will
acquire online  commercial real estate services and software  applications;  and
aggregate these into a "One Stop" Internet site.

The  Company  will  expand  its  portfolio  of  services  to the newly  acquired
customers.  In addition,  the new customer  base and sales force of all acquired
companies will be utilized to maximize the sale of the Company's other services.
REpipeline.com will consolidate  overhead while marketing the acquired company's
Trademarks  & Brands and  services by regional  markets.  Currently  there is no
major consolidator of Internet  companies;  therefore the Company is in a unique
position to provide an exit strategy for many one-dimensional sites.


                                       4
<PAGE>

We are currently in discussion with two acquisitions candidates.  It is our plan
to  acquire  these  companies  for  stock in  Photonics.  We have  targeted  150
acquisition  candidates that provide technology  services and software solutions
to the commercial real estate business community.

We are in discussions  with a company in Canada to start a separate  company and
use REpipeline technology to launch REpipeline Canada. A North American strategy
for REpipeline's trademark with low capital risk for REpipeline in Canada should
have a positive effect on the company's value and earnings.

The company has  finalized  the on-line  contract  signing  technology  and will
integrating it into the Internet operating system in the second quarter of 2001.
The on-line computer  conferencing  technology  partner has been selected and an
agreement  signed.  These two  technology  solutions  will be  introduced in the
second quarter of 2001.

Employees

As of March 31,  2001,  Photoncis  had no employees  and no operating  business.
REpipeline.com has four full time employees and one part time employee,  as well
as four consulting programmers.

Merger Description

Photonics  Corporation  issued 62,508,934 shares of its Common Stock,  $.001 par
value per share ("PHOX Common Stock") to  shareholders  of REPT-T  pursuant to a
Stock  Purchase  Agreement  (the  "Agreement")  dated as of June 30, 2000 by and
between Photonics and REpipeline.com,  Inc. ("REP-T"),  a Texas corporation.  In
accordance  with the terms of the  Agreement,  REpipeline.com,  Inc., a Delaware
corporation and a subsidiary of PHOX, will acquire all of the outstanding shares
of stock of REP-T in exchange  for the issuance of new shares of PHOX which will
result  in the  shareholders  of REP-T  owning  approximately  85% of all of the
shares of common stock of PHOX.

Issuance of Shares:

                                                               Number of Shares

Creditors converting to common shares                                   555,919
Unpaid salaries satisfied with common shares                            130,829
Loans from creditors                                                    565,006
Past due interest on loans                                              188,126
Preferred dividends due                                                 490,318
Disputed payables                                                     2,090,120
James T. Koo preferred stock conversion adjustment                      245,500
REP-T shareholders                                                   18,127,707
REP-T Acquisition and Finance
         Potential Acquisition: First Data Systems      600,000
         Potential Acquisition: System Specialists    1,200,000
         Officer Options                             14,708,078
         Available for financing or acquisitions     27,873,549
         Total                                       44,381,627      44,381,627

TOTAL NEW SHARES ISSUED                                              66,775,152

Number of shares issued and outstanding prior to November 29, 2000    6,765,496

TOTAL Shares issued as of November 28, 2001                          73,540,648

The  Combined  Company  has  73,540,648   shares  issued  and  32,229436  shares
outstanding.  The Company holds  41,311,212 in Treasury  through its Acquisition
and Finance  Subsidiary,  for the express purpose of future corporate  financing
and acquisitions.


                                       5
<PAGE>

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 subleases
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.

Item 3.  Legal Proceedings - Photonics Corporation

1.       Abstract  of  judgment  dated  October  12,  1999;   Plaintiff  Insight
         Electronics.   Defendant  Data  Technologies  Corporation.   Amount  of
         judgment: $110,252.00

2.       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.

         In  addition,  Photonics  Corporation  has the  following  liens  filed
against it 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


                                       6
<PAGE>

Legal Proceeding- REpipeline.com

In July  2000,  REpipeline  acquired  the  assets  and  certain  liabilities  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. These shares, totaling
3,909,267.  These expunged shares are 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.

For  financial  statement  purposes,  these  advances  have been  written off as
uncollectable  in  the  accompanying   financial  statements.   In  July,  2000,
REpipeline.com  make a loan to  RealEstate4Sale.com  in order  to allow  RE4S to
properly  file  legal  action to claim and  retrieve  the  $183,906.  Any amount
received RE4S in the future will be used to repay  REpipeline.com  and the other
creditors  of RE4S,  and be recorded as income in that  period.  This lawsuit is
scheduled for trail in August 2001. 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.

Item 4.  Submission of Matter to a Vote of Security Holders

The Company held a  Shareholder's  Meeting on November  28, 2000,  at which time
these items were approved.

     Proposal #1:          To consider  and vote upon a proposal to authorize an
                           increase in the number of authorized common shares of
                           the  Company to  200,000,000  shares,  and  Preferred
                           Shares to 50,000,000 shares.

     Proposal #2:          To  consider  and vote upon a  proposal  to amend the
                           Bylaws of  Photonics  Corporation  to  provide  for a
                           minimum  four and  maximum  of seven  members  of the
                           Board of Directors.

     Proposal #3:          To  consider,  vote  upon  and  elect  four  Board of
                           Directors  to serve until the next annual  meeting of
                           the  shareholders.  Nominees:  T.  James  Vaughn,  G.
                           Thomas Bailey,  Joseph F. Langston,  Jr. and James T.
                           Koo.

     Proposal #4:          To  consider  and vote upon a proposal  to ratify the
                           Conversion   of   approximately   $  3.5  million  of
                           corporate   indebtedness   into   common   stock   of
                           Photonics.

     Proposal #5:          To  consider  and vote upon a proposal  as set out in
                           the  Stock  Purchase  Agreement  dated as of June 30,
                           2000 between  Photonics  Corporation (the "Company"),
                           REpipeline.com,  Inc., a Delaware  corporation  and a
                           wholly  owned  subsidiary  of the Company  ("REP-D"},
                           REpipeline.com,  Inc., a Texas corporation  ("REP-T")
                           and  the   selling   shareholders   of   REP-T   (the
                           "Agreement")  and to  authorize  the  acquisition  of
                           REP-T,  Inc.  by  REP-D  of  Photonics,  through  the
                           issuance of a majority of the shares of Common  Stock
                           of Photonics.

                                       7
<PAGE>

     Proposal #6:          To  consider  and vote upon the  ratification  of the
                           actions of James T. Koo and  indemnification of James
                           T. Koo  relating to the actions  that he has taken in
                           preparing and  consummating  the transactions set out
                           in the Agreement.

     Proposal #7:          To  consider  and vote upon a proposal  to ratify the
                           incorporation of Sunnyvale Technology  Corporation as
                           a subsidiary  of  Photonics  Corporation,  Inc.,  the
                           transfer  of the  assets  and  business  of DTC  Data
                           Technology,  a division of  Photonics,  to  Sunnyvale
                           Technology  Corporation  and  the  sale of 90% of the
                           shares of Sunnyvale  Technology  Corporation to James
                           T. Koo.

     Proposal #8           To  consider  and vote upon a  proposal  to approve a
                           Qualified  Stock  Option Plan for the officers of the
                           Corporation.

     Proposal #9:          To  consider  and vote upon a  proposal  to approve a
                           Stock  Option Plan for the outside  directors  of the
                           Corporation.

     Proposal #10:         To  consider  and vote upon a proposal  to ratify the
                           employment of new Auditors, Turner Stone & Company of
                           Dallas, Texas.

     Proposal #11:         To transact such other  business as may properly come
                           before the meeting.

All the matters past by a substantial majority vote of the shareholders, and the
proposed merger with REpipeline.com,  Inc., a Texas corporation, was immediately
completed.

PART II

Item 5.  Market for Common Equity

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

 Historical  Market  Price  Data  for  the  Common  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 Ended December 31, 1997
                   Fourth Quarter                  $0.312         $0.312
     Fiscal Year Ended December 31, 1998
                   First Quarter                    $0.50         $0.50
                   Second Quarter                  $0.625         $0.625
                   Third Quarter                   $0.343         $0.343
                   Fourth Quarter                  $0.312         $0.312
     Fiscal Year Ending December 31, 1999
                   First Quarter                   $0.218         $0.218
                   Second Quarter                  $0.187         $0.187
                   Third Quarter                   $0.20          $0. 20
                   Fourth Quarter                  $0.25          $0.218
     Fiscal Year Ending December 31, 2000
                   First Quarter                   $1.00          $0.750
                   Second Quarter                  $0.50          $0.500
                   Third Quarter                   $0.30          $0.062
                   Fourth Quarter                  $0.375         $0.062


                                       8
<PAGE>

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

As of December 31, 2000, the Company had no preferred stock  outstanding and all
dividends  that were in arrears  were fully  satisfied by the issuance of common
stock

Item 6.  Management's Discussion and Analysis

The  statements  made  concerning   expected  company  performance  and  product
commercialization  are forward-looking  statements and as such are made pursuant
to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995.  The  Company's  1997  10-KSB  contains  detailed  risk  factors  that may
contribute  to the actual  results for 1998 and beyond  which  could  materially
differ from forward-looking statements made by the Company.

The Company's  revenues in fiscal 1999 decreased to $0.72 million, a 77% decline
from 1998 revenues of $3.484 million.  Massive inventory write off resulted from
the  Company's  move to a much smaller  headquarter  space during the year.  The
Company sold its operating  assets as of December 31, 1999, and consequently had
no sales during 2000.

Prior  to the  merger  on  November  28,  2000,  Photonics  Corporation  and its
subsidiaries have an estimated debt of $3.5 MM. (Face amount,  not including all
accrued  interest,  penalties or legal  expenses)  and this debt is past due, in
default with no visible  means of  repayment.  The former Board of Directors had
discussions  with  legal  counsel  concerning  the  alternative  of  filing  for
protection under bankruptcy. All of the debt that the Company owes is classified
as overdue accounts payable incurred during the prior three years of operations.
However, as part of the acquisition of REP-T, a majority of the accounts payable
debt holders have agreed to convert such debt to equity.  The conversion of this
debt to equity in the newly  capitalized  Company  will provide the Company with
the  ability  to avoid the need for an  immediate  bankruptcy  filing.  The debt
holders that have agreed to convert their debt to common shares.

This approximate $ 3.5 million in debt were given .45 shares of common stock for
every $1.00 of debt, with allowance for litigation and disputed  accounts.  Once
the  conversion  of debt to  equity is  completed,  the debt  holders  will hold
approximately 4,265,563 shares of common stock or approximately 14.6 % ownership
of common stock of the post acquisition Company's shares outstanding.

The former  insiders  of PHOX and their  survivors  represent  approximately  $2
million of the approximate $3.5 million of total debt. They also converted their
debt to common shares on the same terms and conditions as the trade creditors.

Approximately  $1.1  million  of debt  was not  convert  into  common  stock  of
Photonics. However, the Company allocated shares to these non-participating debt
holders as though they had  participated.  In  addition,  the Company  allocated
additional shares for unknown liabilities.

                                       9
<PAGE>

To avoid further  complications with this uncooperative debt and to disassociate
itself from the significant retained earnings deficit of Photonics  Corporation,
the Company filed an SB-2 on March 23, 2001 to  distribute  the common shares of
REpipeline.com,  Inc.,  a  Delaware  corporation  to the  holders  of  Photonics
Corporation.  The record date being the date of approval from the Securities and
Exchange Commission for the transfer.

In addition,  to avoid any failure resulting from a major creditor not accepting
the  conversion of debt to common  shares,  Mr. James T. Koo agreed to indemnify
the Company,  conditioned upon and following the acquisition of  REpipeline.com,
for cash claims from  existing  creditors  of the Company  above  $500,000 for a
period  of one year.  The  indemnity  is  limited  to an amount  equal to and is
secured only by Mr. Koo's holdings of stock in the Company.  Such holdings total
over 500,000 shares. In exchange for the indemnity.

The Company  merged with  REpipeline.com,  a Texas  corporation  on November 29,
2000. However,  REpipeline.com is a formation company and had no revenues during
2000.

Liquidity and Capital Resources

The  Company has working  capital of $____  million and its current  liabilities
exceed its current assets by $ _____ million.

Item 2.1  Financial Statements

The financial  statements and supplementary  data provided pursuant to this Item
are not available in final audited form as of the date hereof.

Combined  Financials  of  Photonics  Corporation  and  REpipeline.com,  Inc. The
unaudited pro forma of the combined financial statements of Photonic and REP for
the six months ended June 30, 2000,  and twelve months ended  December 31, 2000,
give effect to the merger as if it had occurred on January 1, 2000.







                                       10
<PAGE>



                              Photonics Corporation

                                and Subsidiaries

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditor's Report

                          Year Ended December 31, 2000

                                       and

                   For the Periods August 19, 1999 (Inception)

                       Through December 31, 2000 and 1999




<PAGE>

                                 C O N T E N T S
                                 ---------------



AUDITOR'S REPORT.............................................................F-1

CONSOLIDATED BALANCE SHEETS..................................................F-2

CONSOLIDATED STATEMENTS OF OPERATIONS........................................F-3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT.............................F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS..................................F-5 - F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................F-7 - F-14



<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,
2000  and  1999,  and  the  related   consolidated   statements  of  operations,
stockholders'  deficit,  and cash  flows  for the year  then  ended  and for the
periods August 19, 1999  (inception)  through  December 31, 2000 and 1999. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our audit in accordance with generally  auditing  standards.  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 audit provides 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, 2000 and 1999, and the results
of their  operations  and their cash flows for the above  referenced  periods in
conformity with generally accepted accounting principles.

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
May 9, 2001

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------



                                     Assets
                                     ------

                                                                           2000           1999
                                                                       -----------    -----------
<S>                                                                    <C>            <C>

Current assets:
     Cash                                                              $    20,030    $      --
     Advances to former employees                                           36,661         68,016
                                                                       -----------    -----------

         Total current assets                                          $    56,691    $    68,016
                                                                       -----------    -----------

Property and equipment, at cost, net of
     accumulated depreciation of $2,997
     and $999, respectively                                                  6,993          8,991
                                                                       -----------    -----------
Other assets
     Capitalized web site development costs,
             Less accumulated amortization of $6,432 and
                $0, respectively                                           255,166         14,812
     Rental security deposit                                                15,696           --
                                                                       -----------    -----------

                                                                       $   304,496    $    91,819
                                                                       ===========    ===========


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

Current liabilities:
     Accounts payable, trade                                           $   525,042    $    23,312
     Accrued expenses                                                      172,076           --
     Notes payable, stockholder                                             45,000           --
                                                                       -----------    -----------
         Total current liabilities                                         712,118         23,312
                                                                       -----------    -----------

Commitments and contingencies                                                 --             --

Stockholders' deficit:
     Preferred stock, $1.00 par and liquidation value,
         6,000,000 shares authorized, no shares issued
        and  outstanding, no preferences determined                           --             --
     Common stock, $.001 par value, 200,000,000
        shares authorized, 73,540,638 issued and
        27,068,901 shares outstanding                                       73,540         73,540
     Paid in capital in excess of par                                      981,503        114,122
     Accumulated deficit                                                (1,492,665)      (119,155)
     Treasury Stock 46,471,747 shares common
        stock, at cost                                                        --             --
                                                                       -----------    -----------

                                                                          (437,622)        68,507
                                                                       -----------    -----------

                                                                       $   304,496    $    91,819
                                                                       ===========    ===========
</TABLE>



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


                                       F-2

<PAGE>

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




                                      Year Ended     Year Ended     Cumulative
                                       12/31/00       12/31/99    from Inception
                                     -----------    -----------   --------------

Revenues                             $      --      $      --      $      --

Cost and Expenses
     Web site development costs          384,492         65,821        450,313
     Marketing and promotion              49,954          8,987         58,941
     Compensation and benefits            45,513         18,587         64,100
     General and Administrative          519,073         23,761        542,834
     Acquisition Costs                   364,694           --          364,694
     Depreciation and amortization         8,430            999          9,429
                                     -----------    -----------    -----------
                                       1,372,156        118,155      1,490,311

Loss from operations                  (1,372,156)      (118,155)    (1,490,311)

Interest expense                           1,354          1,000          2,354
                                     -----------    -----------    -----------

Loss before income taxes              (1,373,510)      (119,155)    (1,492,665)

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

Net loss                             $(1,373,510)   $  (119,155)   $(1,492,665)
                                     ===========    ===========    ===========

Loss per share
     Basic
     Diluted





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

                                       F-3


<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                ------------------------------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------


                                                                                                   Additional
                                         Preferred Stock                    Common Stock             Paid-In       Accumulated
                                       Shares          Amount           Shares        Amount         Capital         Deficit
                                       ------          ------           ------        ------         -------         -------
<S>                                   <C>           <C>               <C>          <C>             <C>             <C>

Balance at 12/31/98, as
   originally reported                2,328,136    $  2,328,000       4,396,271    $      4,396   $ 44,091,604    $(49,869,000)

Adjustment to give effect to
     reverse merger and
     retroactive restatement of
   equity accounts                   (2,328,136)   $(2,328,000)      (4,396,271)   $    (4,396)   $(44,091,604)  $ 49,869,000

Balance at 12/31/98, as
    adjusted for reverse merger            --              --              --              --             --              --

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

Common stock issued for cash                                            171,947              17        187,251

Reclassification of equity
     accounts                                                        67,295,345          72,915        (72,915)           --

Net income (loss)                                                                                                     (119,156)
                                   ------------    ------------    ------------    ------------   ------------    ------------

Balance at 12/31/99                        --              --        71,397,559          73,326        114,336        (119,156)

Common stock issued for cash                                            807,581              81        759,178

Common stock issued for services                                      1,335,508             134        107,990

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

Balance at 12/31/00                                $                 73,540,648    $     73,540   $    981,503    $ (1,373,510)
                                   ============    ============    ============    ============   ============    ============



                                      Treasury
                                       Stock          Total
                                       -----          -----

Balance at 12/31/98, as
   originally reported             $       --      $ (3,291,000)

Adjustment to give effect to
     reverse merger and
     retroactive restatement of
   equity accounts                 $       --      $  3,291,000

Balance at 12/31/98, as
    adjusted for reverse merger            --              --

Common stock issued for
     Organizational services                                393

Common stock issued for cash                            187,269

Reclassification of equity
     accounts                             --               --

Net income (loss)                                      (119,156)
                                   ------------    ------------

Balance at 12/31/99                     154,000      (3,291,000)

Common stock issued for cash                            759,259

Common stock issued for services                        108,123

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

Balance at 12/31/00                $               $   (437,622)
                                   ============    ============
</TABLE>


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

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                      YEAR ENDED DECEMBER 31, 2000 AND 1999
                      -------------------------------------
 FOR THE PERIODS AUGUST 19, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000 AND 1999
 ------------------------------------------------------------------------------




                                                Year Ended   Year Ended     Cumulative
                                                 12/31/00     12/31/99    from Inception
                                                ---------    ---------    --------------
<S>                                             <C>          <C>          <C>

Cash flows from operating activities:
     Cash received from customers               $    --      $    --         $    --
     Cash paid to employees                       (86,920)     (16,920)       (103,840)
     Cash paid to suppliers                      (272,303)     (76,531)       (348,834)
     Interest paid                                   --         (1,000)         (1,000)
     Income taxes paid                               --           --              --
                                                ---------    ---------       ---------

        Cash used in operating activities        (359,223)     (94,451)       (453,674)
                                                ---------    ---------       ---------

Cash flows from investing activities;
     Purchase of property and equipment              --         (9,990)         (9,990)
     Web development expenditures                (151,314)     (14,812)       (166,126)
     Rental deposit advanced                      (15,696)        --           (15,696)
     Advances to former employees                (216,518)     (68,016)       (284,534)
     Advances to Photonics Corporation            (41,477)        --           (41,477)
                                                ---------    ---------       ---------

        Cash used in investing activities        (425,005)     (92,818)       (517,823)
                                                ---------    ---------       ---------


Cash flows from financing activities:
     Proceeds from issuance of common stock       729,258      187,269         946,527
     Proceeds from note payable, shareholder       45,000         --            45,000
                                                ---------    ---------       ---------

        Cash provided by financing activities     804,258      187,269         991,527
                                                ---------    ---------       ---------

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

Cash at beginning of the period                      --           --              --
                                                ---------    ---------       ---------

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




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

                                       F-5


<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                     --------------------------------------
                   FOR THE PERIODS AUGUST 19, 1999 (INCEPTION)
                   -------------------------------------------
                       THROUGH DECEMBER 31, 2000 AND 1999
                       ----------------------------------



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


                                             Year Ended     Year Ended      Cumulative
                                              12/31/00       12/31/99     from Inception
                                            -----------    -----------    --------------

<S>                                         <C>            <C>            <C>

Net Loss                                    $(1,373,510)   $  (119,155)    $(1,492,665)
                                            -----------    -----------     -----------

Adjustment to reconcile net loss to
    net ash used in operations

     Depreciation and amortization          $     8,430    $       999     $     9,429
     Common Stock issued for services           108,123            393         108,516
     Provision for uncollectable advances       247,873           --           247,873
     Acquisition costs                          364,694           --           364,694
     Increase in accounts payable               118,613         23,312         141,925
     Increase withholding taxes payable         166,554           --           166,554
                                            -----------    -----------     -----------
                                              1,014,287         24,704       1,038,991
                                            -----------    -----------     -----------

Net cash used in operating activities       $  (359,223)   $   (94,451)    $  (453,674)
                                            ===========    ===========     ===========


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


Issuance of common stock in
    exchange for services                   $   108,123    $     --        $   108,516

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




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

                                       F-6

<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).

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.

REpipeline.com,  Inc. was incorporated in the state of Texas on June 8, 2000. On
July 10, 2000,  the Company 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.

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

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



                                       F-7

<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, 2000 has a net working capital
deficit of approximately $680,000. 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
2001.  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
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 year ended December
31, 2000 and the periods August 19, 1999 ( inception ) through December 31, 2000
and 1999,  basic loss per share amounts are computed using , and , 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  exercise of outstanding  stock options  because the effect
would be antidilutive.

                                       F-8

<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 incurred no substantial
impairment of long-lived assets charge during 2000 or 1999.

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  are being  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 granted  options in November 2000, and continues
to use the 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 X).

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.




                                       F-9

<PAGE>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


3.       PREFERRED STOCK

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

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

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 grants an option, which expires on August 31, 2001, to
purchase 45,000 common stock shares at $1.00 per share.

5.       COMMITMENTS AND CONTINGENCIES

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

On May 1, 2000,  the Company  entered into an employment  agreement  with George
Thomas Bailey,  its President/CEO.  The agreement,  which expires June 30, 2003,
provides for annual  compensation  of $150,000  increasing to $225,000 after the
Company raises $2 million in equity funding. In addition, the agreement provides
a $200,000 signing bonus,  payable after the above funding has been raised.  The
company has 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 agreement provides for a 12 month
salary  severance  package,  reduced by 50% if the termination is for cause. The
agreement  provides for an equity  bonus  package if the Company  completes  its
proposed  merger  with a public  company  (Note 7) and if the  Company  achieves
various  goals as these goals are defined in the  agreement.  In the case of the
Photonics  merger,  an option  to  purchase  at $0.10  per  share  approximately
11,000,000 shares would be issued to Mr. Bailey.




                                      F-10

<PAGE>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


In addition,  this  employment  agreement  provides  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.

Leases
------

The Company is obligated under a non-cancelable operating sublease agreement for
its office facilities, effective May 1, 2000 and expiring December 31, 2001. The
agreement  provides  for a monthly  rental  payment of $5,232 and a three  month
security deposit. There is no option for renewal. Prior to May 1, 2000, the RE4S
leased  office space from its founder,  a  corporation  of Mr.  Fonteno (Note 3)
under a month to month agreement at $3,000 per month.  Rent under this agreement
totaled $15,000.

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

The Company is subject to legal proceedings that arise in the ordinary course of
business.  These listed 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 in accordance  with
the  agreed  participation  of other  Photonics'  accounts  payable.  Management
believes  that the  outcome of one or more of these  matters can and will have a
material  adverse  effect  on the  Company's  consolidated  financial  position,
operating results or cash flows.

Legal matters - REpipeline.com
------------------------------

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.  Tom  Bailey  incorporated  REpipeline.com,   Inc.,  a  Texas
corporation subsequent to leaving as President 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 is in the process of obtaining a
Writ of  Garnishment  against  Mr.  Fonteno in the amount of  $180,858  and will
attempt to  collect  this  amount.  Any amount  received  in the future  will be
recorded as income.



                                      F-11

<PAGE>
<TABLE>
<CAPTION>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


6.       EMPLOYEE BENEFIT PLANS

The Company maintains a Shared Savings Plan (the SSP) covering substantially all
of its U.S. 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 will  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.  During the
years ended  December 31, 2000 and 1999,  the Company made no  contributions  of
common stock to the SSP.

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  for  primarily  for
professional services and bonus consideration. The professional services consist
of legal and investment  banking.  Bonus consideration was provided to Mr. James
Koo for a one year unsecured note of $ 45,000. These options are for a period of
not greater  than five (5) years and for a Strike  Price of the then  prevailing
average closing bid price for the previous 30 consecutive trading days. The most
often used Strike Price has been $ 0.10 per share.

FASB  Statement  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 FASB Statement
123. 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  used for  grants  in 1998:  dividend  yield of 0;
expected  volatility  of 167  percent;  risk-free  interest  rates  of 4.7;  and
expected  lives of 5 to 10 years  for the plan  options.  Under  the  accounting
provisions  of FASB  Statement  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
                                               12/31/00       12/31/99     from Inception
                                               --------       --------     --------------
<S>                                          <C>            <C>             <C>

Net loss attributed to common shareholders:

         As reported                         $  (836,514)   $(2,917,000)    $(1,492,665)
         Pro forma                              (836,514)    (2,970,000)

Basic and diluted loss per share:

         As reported                         $  (       )   $(         )
         Pro forma                              (       )    (         )
</TABLE>




                                      F-12

<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.

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 year  ended
December 31, 2000 and the periods August 19, 1999 ( inception ) through December
31, 2000 and 1999 is as follows.

                                 Year Ended   Year Ended      Cumulative
                                  12/31/00     12/31/99     from Inception
                                  ---------    ---------    --------------
Tax expense (benefit) computed
at statutory rate                 $(467,000)   $(405,000)      $(507,500)
Increase in valuation allowance     467,000      405,000         507,500
                                  ---------    ---------       ---------
                                  $    --      $    --         $    --
                                  =========    =========       =========

Significant  components  of the  Company's  deferred tax assets  (benefits)  and
liabilities  are  summarized  below.  All of which have been fully affected by a
valuation reserve.


              Net operating loss carry forward         $  508,300
              Depreciation and amortization                  (800)
                                                       ----------
                                                       $  507,500

As of December 31, 2000, the Company has approximately $1,400,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2010. 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.




                                      F-13

<PAGE>

                              PHOTONICS CORPORATION
                              ---------------------
                                AND SUBSIDIARIES
                                ----------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


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.

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.









                                      F-14

<PAGE>

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

No Change

PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16a of the Exchange Act

NAME                   TERM       AGE         POSITION WITH THE COMPANY
-------------------------------------------------------------------------------

T. James Vaughn        3 Yrs      56      Chairman of the Board, Director
G. Thomas Bailey       3 Yrs      51      President, CEO, Director
Michael Craven                            Business Development Manager
Joseph F. Langston     3 Yrs      48      VP, Chief  Financial Office, Director
James T. Koo           3 Yrs      59      Director

T.  James  Vaughn -  Chairman  of the  Board/Director,  is 56 years of age.  Mr.
Vaughan has 30 years of experience in retailing and  consulting.  Most recently,
Mr.  Vaughan  has been the  owner  of J.  Vaughan  Consulting  LLC.  A  boutique
consulting  agent dealing with one major  National  account and several start up
companies in the B2B Internet area. Prior to that Mr. Vaughan was Vice President
of  development  for a division of Tandy Corp.  Mr.  Vaughan was  National  Vice
President of stores for Computer City a 110-store  chain with revenues in excess
of  $2,000,000,000.  Mr.  Vaughan was  co-founder and Sr. Vice president of Pace
Membership Warehouse, a $3,000,000,000  warehouse club. Mr. Vaughan was founder,
President and C.E.O.  of Med-club a retailer of medical  devices and products to
medical  professionals  and  consumers.  Mr.  Vaughan is experienced in start up
companies  and has  successfully  raised the  capital to bring two of his own to
market as well as assisting in several others. His knowledge of venture funding,
IPO's and capital markets is extensive.

George  Thomas Bailey - President,  CEO/Director  is 51 years of age. Mr. Bailey
has 30 years of experience in the consumer  products,  technology,  distribution
and  healthcare  Industries.  His consumer  product  career was with Fortune 500
companies,  General Foods,  Sara Lee and PepsiCo in Senior  Management,  General
Management  and Marketing  Positions.  He held the position of Vice President of
Strategic   Planning  for  FoxMeyer  Health  Corp.  a  $6  Billion  Health  Care
Distribution  and Technology  Company.  He was the President and Chief Operating
Officer for Health  Streams  Technology a publicly  traded  start up  technology
company that developed and marketed software applications,  wide area networking
services,  outsourcing  and  integration  services  to the  healthcare  vertical
segment.  He held the  position  of  President  and CEO for NECCO,  a rollup and
consolidation of environmental companies.

Earlier in his career,  he was a real estate  broker and building  contractor in
the state of Florida.  Most recently, he was a consultant that advised companies
on  strategic  planning,  operations  planning,  technology,   business  process
reengineering and e-commerce.

Mr. Bailey's experiences and skills are in brand management classical marketing,
software development, mergers and acquisitions, business restructuring, start up
and rapid growth companies and general management.

He earned his undergraduate  degree from Florida State University and a MBA from
the University of Florida.  Upon  graduation  from Florida State  University Mr.
Bailey was a professional  athlete with the Philadelphia  Eagles in the National
Football league for five years.

Michael Craven - Vice President of Sales & Business Development,  is 40 years of
age. Mr. Craven has over 15 years of experience in sales, marketing and business
management.  Mr.  Craven  was  most  recently  the  President  &  CEO  of  Hebel
SouthCentral;  a U.S.  subsidiary  of the  worldwide  German based Hebel AG. Mr.
Craven was responsible for all aspects of this start-up  company involved in the
introduction  and  development  of a new  structural  system for use in the U.S.
commercial  design and  construction  industry.  Hebel  ultimately  merged  with
Matrix,  a  division  of J.A.  Jones,  Inc.  Prior  to that Mr.  Craven  was the
Executive Vice President of Materials Marketing Corporation  responsible for all
U.S.  commercial  sales and operations.  Mr. Craven not only has experience with
start-up  operations  but also  with the sales and  marketing  development  of a
completely new technology and industry.  Mr. Craven has extensive  experience in
the  area of  developing  and  managing  high  performance  sales  organizations
particularly within complex selling environments. Mr. Craven is a veteran of the
U.S. Navy where he earned numerous awards and  commendations for his outstanding
leadership skills.

                                       11
<PAGE>

Joseph F. Langston Jr. - Chief Financial  Officer/Director,  is 48 years of age.
Mr. Langston has over 20 years experience as a Chief Finance Officer for various
public companies,  including  Trans-Western  Exploration and Search Exploration.
The last 3 1/2 years Mr.  Langston  has worked  with small and medium  companies
overseeing securities filings, registration documents and raising capital. He is
experienced in all aspects of the  requirements  to become a public  entity,  as
well as lead in raising  capital  through the public  markets and  institutional
investors.

James T. Koo - Director,  is 59 years of age.  Mr. Koo has over 30+ years in the
electronics industry, most recently has been an unpaid consultant to the Company
from June 23, 1999 to present for overseeing  selling of the Company.  He served
as the President and member of the Board of DTC since 1994,  CEO,  President and
member of the Board of Photonics  Corp.  since 1996.  From 1992 to 1994 he was a
Vice President of Qume  Corporation  and General  Manager of DTC Data Technology
Corporation,  then a  wholly  owned  subsidiary  of Qume  Corporation.  Prior to
joining  DTC,  from 1984 until April  1992,  Mr. Koo was with  Mosel-Vitelic,  a
developer and manufacturer of memory integrated circuits.  There he held several
positions including Senior Vice President of Engineering, Operations, Marketing,
Marketing and Sales of Taiwan Operations, and other management positions.

Board Committees and Meetings

The  Board  has an Audit  Committee  and a  Compensation  Committee.  The  Audit
Committee  meets with the Company's  independent  auditors at least  annually to
review the results of the annual  audit and discuss  the  financial  statements;
recommends to the Board the  independent  auditors to be retained;  and receives
and considers the  accountants'  comments as to controls,  adequacy of staff and
management  performance  and  procedures in connection  with audit and financial
controls.

The  Compensation  Committee  makes  recommendations   concerning  salaries  and
incentive compensation,  awards stock options to employees and consultants under
the Company's stock option plans and otherwise  determines  compensation  levels
and  performs  such  other  functions  regarding  compensation  as the Board may
delegate.

The Board of Directors will receive  reimbursement  of expenses for their direct
out of pocket expenses incurred in fulfilling their duties and responsibilities,
as well as stock opinions pursuant to Proposal 6.

Indemnification Agreement

The Company's  Articles of Incorporation and Bylaws provide for  indemnification
of the  officers and  directors  of the Company to the full extent  permitted by
law.  The  General  Corporation  Law  of  the  State  of  California  permits  a
corporation  to limit under certain  circumstances,  a director's  liability for
monetary damages in actions brought by or in the light of the  corporation.  The
Company's  Articles of  Incorporation  also provide for the  elimination  of the
liability of directors for monetary damages to the full extent permitted by law.

                                       12
<PAGE>

The  Company  understands  that  the  staff  of the SEC is of the  opinion  that
statutory,  charter, and contractual provisions as those described above have no
effect on claims arising under the federal  securities  laws. The Company is not
aware of any material threatened or ongoing litigation or proceeding,  which may
result in a claim for such indemnification

Item 10.  Compensation of the Executive Officers

Compensation Philosophy

We  operate  in a  highly  competitive  and  rapidly  changing  high  technology
industry.  The goals of the compensation  program are to align compensation with
our newly revised business objectives and the performances of the employees,  to
enable  us to  attract,  retain  and  reward  executive  officers  and other key
personnel  who  contribute  to the  long-term  success  of the  Company,  and to
motivate  them to enhance  long-term  shareholder  value.  Key  elements of this
philosophy are:

1.       Total  compensation  should  be  sufficiently  competitive  with  other
         companies in similar or related  industries  so that we can attract and
         retain qualified personnel.

2.       We desires to maintain  annual  incentive  opportunities  sufficient to
         provide  motivation to achieve specific operating goals and to generate
         rewards that bring total compensation to competitive levels.

3.       We  desires  to  provide  significant  equity-based  performance  based
         incentives  for  executives and other key employees to ensure that they
         are motivated over the long-term to respond to business  challenges and
         opportunities as owners and not just as employees.

4.       Industry  benchmark  reports  were  used  from  PriceWaterHouseCoopers,
         VentureOne  and Spencer  Stuart to develop the  executive  compensation
         plans.  The plans have been  developed  to  position  the  compensation
         packages in the 50% to 70% percentile for base salary, bonus and equity
         compensation.  The  industries  that were  used were the  consolidation
         industry and Internet start up companies.

Compensation of the Executive Officers

The following sets forth information in tabular form regarding  compensation for
the Company's Chief Executive Officer and other executive officers.

                                                 Annual Compensation
           Name and                         ----------------------------
      Principal Position                    Year       Salary      Bonus
      ------------------                    ----      --------     -----

Mr. Thomas Bailey                           2000      $225,000      --
       President and Chief
       Executive Officer

Mr. Chip Langston                           2000      $165,000      --
       Chief Financial
       Officer

Mr. Michael Craven                          2000      $135,000      --
       Vice President Sales
       & Business Development

                                       13
<PAGE>

Salaries  are  annualized  for a full  year  and the  Board  of  Directors  will
determine  annual  bonus.  The CEO position  annual  bonus  potential is 100% of
salary,  the CFO is 60% of salary and the Vice  President  of Sales and Business
Development is 50% of salary.

Mr. Langston compensation is paid to Langston Investments, Inc.

The following table sets forth certain information regarding  nonstatutory stock
options for REP stock granted during 2000 as part of the  employment  agreements
for the employees  listed  below.  These options will be assumed by Photonics as
part of the acquisition of REP and will be converted to Photonics stock.

Qualified Stock Option Plan

                          Number of
                          Securities
                          Underlying      Exercise Price      Grant Date
                           Options        --------------      ----------
                          ----------
Name
----
Mr. Thomas Bailey------   500,000             $.10           June 1, 2000
Mr. Chip Langston------   375,000*            $.10           June 1, 2000
Mr. Michael Craven-----   325,000             $.10           June 1, 2000

*Mr. Langston's options are held by The Langston Family Limited Partnership.

The  qualified  stock option plan will vest at thirty three  percent (33%) on an
annual basis for three years with an exercise  price of $.10.  The stock options
exercise time period is five years.

           Non Qualified Stock Option Plan Bailey, Langston and Craven

The following sets forth information in tabular form regarding  compensation for
the  Company's  Chief  Executive  Officer  and other  executive  officers of the
Company.

                                                    Annual Compensation
           Name and                         ----------------------------
      Principal Position                    Year       Salary      Bonus
      ------------------                    ----      --------     -----
Mr. Thomas Bailey                           2000      $225,000      --
       President and Chief
       Executive Officer

Mr. Chip Langston                           2000      $165,000     --
       Chief Financial
       Officer

Mr. Michael Craven                          2000      $135,000     --
       Vice President Sales
       & Business Development

(1)      Salaries  are  annualized  for a full  year and  annual  bonus  will be
         determined  by the Board of  Directors.  The CEO position  annual bonus
         potential  is 100% of  salary,  the CFO is 60% of  salary  and the Vice
         President of Sales and Business Development is 50% of salary.

(2)      Mr. Langston and Mr. Craven's long term compensation
         will be determined by the Board of Directors during the
         year 2000.

                                       14
<PAGE>

The following table sets forth certain information regarding  nonstatutory stock
options for REP-T stock granted during 2000 as part of the employment agreements
for the employees  listed  below.  These options will be assumed by Photonics as
part of the acquisition of REP-T and will be converted to Photonics stock.

                            Number of
                           Securities
                           Underlying       Exercise Price      Grant Date
                            Options         --------------     ------------
                          -----------

                            500,000*            $.10           June 1, 2000
Mr. Thomas Bailey-------- 1,500,000**           $.10           June 1, 2000
Mr. Chip Langston--------   375,000*            $.10           June 1, 2000
Mr. Michael Craven-------   325,000*            $.10           June 1, 2000

* Options are for shares of stock post acquisition.  They are not subject to the
exchange ratio (the "Exchange Ratio") of approximately 10.56 to 1.

** These options are for shares issued but not outstanding and held in the REP-T
subsidiary,   Acquisition  and  Finance  Corporation..   These  shares  are  pre
acquisition shares and will be increased by the Exchange Ratio.

           Non Qualified Stock Option Plan Bailey, Langston and Craven

The  non-qualified  stock option plan for each  executive has three  performance
targets.  The  Executive is only  eligible to exercise the stock  options when a
performance  target is met. The stock options are for a period of ten (10) years
at an exercise price of $.10.

                      Number of
                      Securities                     Performance Targets
                      Underlying  Exercise
                      Options      Price    Target One  Target Two  Target Three
                      ----------  --------  ----------  ----------  ------------
Name
-----
Mr. Thomas Bailey---  14,708,078    $.10     7,354,039   3,677,019    3,677,019
Mr. Chip Langston---   1,500,000    $.10       700,000     400,000      400,000
Mr. Michael Craven--   1,300,000    $.10       625,000     325,000      325,000



Performance Targets

The performance  targets for the Executives are designed to maintain  continuity
in the management team and link the equity opportunity to increasing shareholder
value.

Mr. Bailey's stock option plan requires him to rescind and return to the company
performance  target  number one if he resigns from the company prior to one year
of service.  Performance  target number two requires Mr. Bailey to raise capital
to support the growth of the  Company and  performance  target  number  three is
based on  building  the  company  infrastructure  to  support  the growth of the
company and acquisition targets.

Mr.  Langston's  stock option plan  requires him to serve one year of service to
receive  performance target number one. To qualify for performance target number
two Mr.  Langston must exceed cash  management  objectives  and for  performance
target number three meet acquisition targets.

                                       15
<PAGE>

Mr.  Craven's  stock  option plan  requires  him to serve one year of service to
receive  performance  target  number one.  In order to qualify  for  performance
target  number  two he  must  achieve  a  subscriber  sign  up  target  and  for
performance  target number three he must surpass the sign up objectives  for the
ASP business.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth the  shares  of the  Company's  Common  Stock
beneficially   after  the  completion  of  the  merger  between   Photonics  and
REpipeline.com,  Inc.  by each  person  who is  known by the  Company  to be the
beneficial  owner of more than five  percent  of the  Common  Stock,  and by all
former directors and officers as a group.

                                                 Issued         Outstanding
                                                ---------------------------
                                Beneficially    Percent           Percent
Beneficial Owner                Owned           Owned (1)         Owned (2)
----------------                ------------    ---------         ---------
Acquisition & Finance Corp.      41,311,212       56.17%             0.00%
C/o REpipeline.com, Inc.

James Vaughan                       703,560        0.96%             2.18%
Chairman of the Board

Thomas Bailey                     1,509,890        2.05%             4.68%
President/Direct

Joseph Langston                   1,808,928        2.46%             5.61%
C.F.O./Director

Michael Craven                      831,072        1.13%             2.58%
Vice President

James T. Koo                        858,475        1.17%             2.66%
Director

Dale Sparrow                      3,032,705        4.12%             9.41%

David S. Lee                      1,475,360        2.01%             4.58%

Other Shareholders               22,009,446       29.93%            68.29%

Total Shares Issued              73,540,648      100.00%           100.00%
Total Shares Outstanding         32,229,436

The Company holds  41,311,212 in Treasury  through its  Acquisition  and Finance
Subsidiary,   for  the  express  purpose  of  future  corporate   financing  and
acquisitions. These are considered to be issued, but not outstanding.

1.  Beneficial  Ownership  is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Except as indicated by footnote,  and subject
to community  property  laws where  applicable,  the persons  named in the table
above have sole voting and investment power with respect to all shares of Common
and Preferred Stock and options or warrants to purchase stock.

                                       16
<PAGE>

2. Shares held by the subsidiary are not considered  outstanding for calculating
Earnings Per Share.


Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

EXHIBT II

                       Computation of Earning per Common Share
                         December 31,          December 31,
                           1999                  1998


Exhibit 2.1 Plan of Acquisition,  Reorganization,  etc.

The  Company  transferred  all  assets  of  its  operating  division,  DTC  data
technologies,  to Sunnyvale  Technologies  Corporation and sold 90% of Sunnyvale
Technologies Corporation. See Management Discussion and Analysis above..

The Company merged with REpipeline.com, Inc., a Texas corporation, as previously
discussed.

Exhibit 27.1 Financial Data Schedule

The Company filed a Form 8-K on June 25, 1999  reporting the Company's  decision
of cease operation and sale of the Company.

The Company  filed a Form 8-K on April 12, 2000  reporting a change in Auditors,
Sale of  Sunnyvale  Technologies  and  change  of  location  for  the  corporate
headquarters.

The  Company  filed a Form 8-K on March  22,  2001  reporting  the  approval  of
shareholders at the November 28, 2000, Shareholder's Meeting described above.

SIGNATURE

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

Photonics Corporation

/s/ George Thomas Bailey
----------------------------------
George Thomas Bailey
President and Chief Executive Officer
REpipeline.com, Inc.

President - Director of Photonics Corporation


                                       17