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

                                     10-KSB

  [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
                             Combined Balance Sheet
                             (Amounts in thousands)

                                                           Combined
                                                     June 30     December 31
                                                       2000          2000
                                                   (Unaudited)   (Unaudited)
                                                   -----------   -----------

Assets
Current Assets:
Cash and cash equivalents                                   89            39
Accounts Receivable less reserves                            0             0
Prepaid expenses and other current assets                    0             0

Total current assets                                        89            39


Furniture and equipment, net                                 8             8
Other Assets                                               116           285

Total Assets                                               200           332

Liabilities and shareholders equity
(deficiency)
Current Liabilities:
Accounts payable (1)                                        59            59
Accrued liabilities (2)                                     19             3
Due to Related Parties (3)                                  32           108
Other                                                        0            45

Total current liabilities                                  111           214

Disputed Accounts

Common stock                                                73            73

Treasury stock

Capital subscription                                    50,557        51,443
Accumulated deficit                                    (51,151)      (51,409)

Total shareholders' equity (deficiency)                     90           117

Total liabilities and shareholders' equity                 200           332




                                       11
<PAGE>

                              Photonics Corporation
                        Combined Statements of Operations
                  (Amounts in thousands, except per share data)



                                              Six months        Twelve months
                                                 ended              ended
                                             June 30, 2000       December 31,
                                             (Unaudited)             2000
                                             -------------       (Unaudited)
                                                                -------------

REVENUES:

Net Product Sales                                       0                  0
Cost of Revenues                                        0                  0

Gross Profit                                            0                  0

OPERATING EXPENSES:
Web Site Development                         $         86       $        141
Marketing and Promotion                                29                 49
Compensation & Benefits                                62                128
General & Administrative                              291                498
Depreciation & Amortization
Total operating expense                               469                815
Income (loss) from operations                $       (469)      $       (815)

OTHER INCOME (EXPENSE):

Interest income                                         0                  0
Interest expense                                        0                  0
Other Income                                            0                  0
Other expense                                         (54)               (54)
Total other income (expense)                          (54)               (54)
Provision for taxes                                     0                  0

Net income (loss)                            $       (511)      $       (869)

Net income (loss) per share                          (.03)              (.04)

Common Stock used in per share calculation     34,766,618(4)      34,766,618





                                       12
<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.

                                       13
<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.

                                       14
<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

                                       15
<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.

                                       16
<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.

                                       17
<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.

                                       18
<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