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

                                   Form 10-KSB
(Mark One)

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 2000

     [_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

          For the transition period from _____________  to _____________ .


                        Commission File Number 33-23473
                                               --------

                                ----------------

                              CYBEROPTICLABS, INC.
        ----------------------------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                      2917728
---------------------------------          ------------------------------------
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

    509 Westport Avenue, Norwalk, Connecticut                  06851
   -------------------------------------------           -----------------
    (Address of principal executive offices)                 (Zip Code)

Issuer's telephone number: (203) 750-1000
                           ---------------

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

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
        ----------------------------------------------------------------
                                (Title of Class)

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 [X] No [_]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form, and no disclosure is contained, to the
best  of  the  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. [_]

<PAGE>

State issuer's revenues for its most recent fiscal year.  $1,707,259

As of March 15, 2001, the issuer had outstanding 27,164,009 shares of its common
stock.

As of March 15, 2001,  the aggregate  market value of the issuer's  common stock
held by non-affiliates was $11,297,523 (based upon the price at which the common
stock was sold,  or the average bid and asked price of such common stock on such
date).


DOCUMENTS INCORPORATED BY REFERENCE
                                                         Part          Item

1.   Proxy  Statement for the 2001 Annual Meeting of
     Stockholders to be held on May 25, 2001             III       9, 10, 11, 12

Transitional Small Business Disclosure Format (check one)    Yes [_]  No [X]


<PAGE>

     Certain  statements  in this Report and in the  documents  incorporated  by
reference herein constitute  "forward-looking  statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which may cause our actual results, performance or achievements to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such  forward-looking  statements.  Factors  that might  cause such a
difference include, among others, uncertainties relating to general economic and
business  conditions;  industry  trends;  changes in demand for our products and
services;  uncertainties  relating to  customer  plans and  commitments  and the
timing of orders  received  from  customers;  announcements  or  changes  in our
pricing  policies  or  that  of our  competitors;  unanticipated  delays  in the
development,  market  acceptance or  installation  of our products and services;
availability  of management  and other key  personnel;  availability,  terms and
deployment of capital;  relationships with third-party equipment suppliers;  and
worldwide   political  stability  and  economic  growth.  The  words  "believe",
"expect",  "anticipate",  "intend" and "plan" and similar  expressions  identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements,  which speak only as of the date the statement
was made.

                                     Part I

Item 1. Description of Business.

Overview

     Cyberopticlabs,  Inc. is a business  services holding company that provides
Internet-enabled   outsourcing   solutions  and  services  to   businesses   and
organizations. We currently focus substantially all of our efforts and resources
on providing outsourced solutions for the insurance industry.

     We  believe  the  growing  use by  businesses  and other  organizations  of
strategic  outsourcing to expert  organizations and the rapid global development
and  acceptance  of  Internet-based  applications  and  technology  have created
opportunities  for us to address the non-core business services needs of certain
industries.  Because  of  specialized  expertise  often  developed  by  business
services  companies and the significant  economies of scale that can be achieved
by  providing  specialized  services  for a  number  of  customers,  we  believe
companies  that  provide  outsourced  services  are often able to  deliver  such
services at lower costs and with higher quality than their customers can produce
internally.  In  addition,  we believe the rapid  growth and  acceptance  of the
Internet as a global  medium for  communication,  information  and  commerce has
created a tremendous  opportunity to perform business functions more efficiently
and effectively through the utilization of standardized  Internet  technologies,
databases and applications.

     Our strategy is to  accelerate  our growth and  increase our  profitability
through the  acquisition  and internal  development  of businesses  that provide
either  industry-specific  expert

<PAGE>

services   or   specialized    business   functions.    We   plan   to   utilize
internally-developed  proprietary  systems that take  advantage of  standardized
Internet  technologies  to  enhance  both  the  quality  and  efficiency  of our
services.   We  believe  that  properly   designed  and  developed  systems  and
applications  can allow us to leverage  the  expertise of our  employees  and to
deliver a superior  service to our  customers,  which will give us a competitive
advantage over expert  organizations that seek to provide their services through
traditional means.

Insurance Solutions Group

     We operate primarily through ISG Group, Inc., our wholly-owned  subsidiary,
that conducts  business under the name Insurance  Solutions  Group ("ISG").  ISG
provides  comprehensive  insurance  solutions  to  insurance  companies,   state
insurance  departments and  self-insured  entities in conjunction with Universal
Recoveries Inc., a wholly-owned  subsidiary of ISG doing business as Subrogation
Partners ("Subrogation  Partners");  U.L.A.E. Inc., a wholly-owned subsidiary of
ISG doing business as Claim Partners ("Claim Partners"); and US Direct Insurance
Agency, Inc., doing business as Premium Partners ("Premium Partners").

     Subrogation  Partners.  Subrogation  Partners provides subrogation services
for  property  and  casualty and  healthcare  insurance  providers.  Subrogation
services   include   the   identification,   investigation   and   recovery   of
accident-related  payments  made by  insurance  providers  on  behalf  of  other
insureds, but for which other persons or entities are primarily responsible.  By
contract and state law,  insurance  providers are generally  entitled to certain
rights with respect to paid claims that may be the primary  obligation  of other
insurance  carriers  or  parties.  These  recovery  rights  include the right of
subrogation,  which allows the  insurance  provider to recover  accident-related
claims directly from the responsible party or the responsible  party's insurance
carrier.

     Subrogation  Partners has historically derived the majority of its revenues
from the property and casualty sector of the insurance industry,  primarily from
personal and commercial automobile insurance providers. During 2000, Subrogation
Partners expanded its services into  healthcare-related  claims and has recently
entered into an agreement with a large health maintenance organization,  or HMO,
to run a pilot  program to  determine  the  economic  viability  of  subrogating
accident-related medical payments. Although Subrogation Partners cannot give any
assurance that it will be able to expand  successfully into the medical payments
segment of the subrogation market, it believes that the long-term  opportunities
in  healthcare-related  claims  is at least as  great  as the  opportunities  in
serving the property and casualty sector.

     Subrogation   Partners   actively  serves  over  ten  insurance   carriers.
Subrogation  Partners  earns revenue under written  contracts with its customers
that  generally  provide for the payment of  contingency  fees upon  recoveries.
Subrogation  Partners has been able to rapidly  grow its revenues  over the last
three years. For the nine months ended December 31, 2000,  Subrogation  Partners
had  revenues  of  approximately  $1.6  million,  as  compared  to  revenues  of
approximately  $1.7 million and $0.6 million for the 1999 and 1998 fiscal years,
respectively.  Gross recoveries for its clients was  approximately  $7.3 million
for the nine months ended December 31, 2000, as compared to  approximately  $5.8
million and approximately $2.3 million for the

                                       2
<PAGE>

1999 and 1998 Subrogation Partners fiscal years, respectively. Prior to December
31,  2000,  Subrogation  Partners'  fiscal  year ended on March 31.  Subrogation
Partners is  currently  changing its fiscal year to end on December 31. The 1999
and 1998 fiscal years of Subrogation  Partners  referenced herein relates to its
fiscal years ended March 31, 2000 and 1999, respectively.

     Subrogation  Partners  intends  to  dedicate a  significant  portion of its
resources to its future growth and development.  Its technical development group
is developing an integrated  proprietary  subrogation system that is expected to
increase  the  productivity  of its  staff of  adjusters.  Subrogation  Partners
believes that this subrogation system,  when fully deployed,  will significantly
decrease  the time  period of  recovery,  which  starts  with the  analysis  and
identification  of potential  recoveries and ends with the final collections for
customers.  In  addition,  Subrogation  Partners  expects  that this system will
enable it to bond electronically with its customers by automating  reporting and
data  transfer.  Subrogation  Partners  believes  that these  capabilities  will
provide it with a competitive advantage,  which can be utilized in the marketing
and sales of its services.

     Premium  Partners.  Premium  Partners  has been  focusing  primarily on the
development of proprietary  technological systems,  solutions and processes that
will allow it to become a nationwide  distributor of insurance  products through
both the Internet and traditional  insurance agents. In addition to the creation
and growth of its insurance agency business, Premium Partners intends to provide
outsourced   premium   generation  and   administration   services  through  the
integration of call center  services,  hosted  applications  and  Internet-based
solutions. To date, Premium Partners has focused primarily on the development of
front-end insurance industry  applications,  such as comparative rating,  online
policy application,  underwriting and issuance systems. Premium Partners also is
developing outsourced services to assist insurance carriers in the management of
both their agent and direct distribution  channels utilizing  proprietary hosted
applications  that take  advantage of  universal  client  technology.  Universal
client  technology  allows  ubiquitous  access to  applications  with the use of
industry-standard Internet browsers.

     RiderPoint  Inc.,  a  subsidiary  in  which  we  own an  approximately  80%
interest,  is an  Internet-based  provider of insurance  products to motorcycle,
all-terrain vehicle,  snowmobile and personal watercraft enthusiasts.  Operating
through its wholly-owned  insurance agency, RP Insurance Agency,  Inc., which is
currently  licensed  in 33 states,  Riderpoint  markets its  insurance  products
through  its web site,  www.riderpoint.com.  In  addition,  Riderpoint  has been
developing an integrated  marketing plan that  leverages the online  comparative
rating and policy binding capabilities of www.riderpoint.com with a distribution
channel focused on powersport dealers.

     As an integral part of its growth  strategy,  Premium  Partners  intends to
leverage its real-time online comparative insurance rating capabilities,  policy
application,  underwriting  and binding  systems with the  development of online
policy  management and customer care systems that will create a nearly paperless
agency  solution.  While  some  customers  will  prefer to speak to an agent and
therefore require agent support,  we believe that the utilization of comparative
insurance rating, online policy application and online policy issuance solutions
will  continue  to grow in the  future.  Premium  Partners  plans to utilize its
online systems to generate  increased

                                       3
<PAGE>

premium  volumes by (i) expanding the types of insurance sold by its agencies to
include automobile,  home, health and life insurance policies and (ii) acquiring
additional  insurance  agencies and improving the productivity and efficiency of
those agencies by  integrating  their systems with the online systems of Premium
Partners.

     Claim  Partners.  Claim Partners is a  recently-formed  third-party  claims
administrator  that intends to provide claim  management  solutions to insurance
companies. We believe the claims handling expertise developed by our Subrogation
Partners  business can be utilized in the  development  of an outsourced  claims
administration  business.  Claims  Partners  intends to build upon the  systems,
expertise and industry reputation of Subrogation Partners to build its business.
Claims  Partners  did not  generate  any  material  revenues for the year ending
December 31, 2000.

Our Business Strategy

     In recent years,  businesses have been  increasingly  outsourcing  non-core
specialized business services. We believe that future development or acquisition
opportunities  are likely to be characterized by outsourcing  business  services
that  will  produce  predictable  and  recurring  revenue  streams;  competitive
advantages  from  effective  process  management,  proprietary  systems  and the
provision of  knowledge-rich  services;  the  development of niche markets;  and
value-based pricing.

     We intend to  pursue a  three-fold  growth  strategy.  First,  we intend to
continue to develop  technology-based  outsourcing  solutions for businesses and
organizations  through  internal  development and by acquiring other  businesses
that meet our  selection  criteria  of  offering  specific  expert  services  or
specialized  business  functions.  In doing so, we intend to be able to  provide
outsourcing  solutions to a wide range of businesses with the goal of increasing
the productivity of their skilled workers. In connection with this strategy,  we
expect  to  implement  a  pricing   strategy  that  will  reward  us  for  those
productivity gains.

     Second,  with respect to our existing  subrogation  recovery  business,  we
intend to focus on servicing  our existing  customers;  continuing  to offer our
subrogation  services  to existing  and new  customers,  including  those in the
medical payments segment;  and  cross-selling  expanded products and services to
our existing customers.

     Third, with respect to our Premium Partners business, we intend to focus on
growing our  insurance  agencies,  US Direct and RP  Insurance;  leveraging  our
proprietary  systems to generate  increased  premium volumes;  and expanding our
product offerings to include automobile,  life, home, health and other insurance
policies though internal development and acquisitions.

Sales and Marketing Strategies

     We are currently marketing  outsourced business solutions and services only
to insurers and other participants in the insurance  industry.  As we expand our
product and service  offerings,  we intend to develop  strategies  to expand our
marketing efforts to other industries.

                                       4
<PAGE>

     Within  the  insurance  industry,  we  primarily  market and  contract  our
products  and  services  to property  and  casualty  providers  and, to a lesser
extent,  healthcare insurance  providers,  including HMOs. To do so, we employ a
staff of salespersons.  Sales are made directly through contact with prospective
clients, trade show presentations and employer seminars.  Additional business is
also generated from existing  clients who have either expanded their  businesses
or have business segments with which we do not already have a contract.

     Due to the  nature  of the  business,  the sales  process  is  lengthy  and
involves  demonstrating to prospective  clients that we can provide economies of
scale,  proprietary  processes  and  value-added  services  that allow (1) us to
generate and return to the clients a greater  dollar amount of  recoveries  than
the clients' in-house  recovery  department and (2) our clients to focus greater
resources on core business functions.

     During the years ended December 31, 2000 and 1999, two customers  accounted
for  approximately 64% and 84% of our subrogation  revenues.  The loss of either
account  could  have a  material  adverse  effect on our  business,  results  of
operation and financial  condition.  However,  our agreement  with each customer
provides  that in the event of  termination,  we are  entitled to  complete  the
recovery process on the backlog for that customer.  At December 31, 2000, we had
a backlog of approximately $7.2 million with these customers.

Competition

     The insurance industry is highly-competitive and many of our competitors in
the various  business  sectors in which we compete  have  substantially  greater
financial  resources,  larger sales forces,  more  widespread  agency and broker
relationships,   and  offer  more  diversified  lines  of  insurance   coverage.
Furthermore,  there have been various  federal  administrative,  legislative and
judicial  activity  that has  resulted in changes to federal  banking  laws that
increase  the  ability of national  banks to offer  insurance  products.  We are
unable  to  determine  what  effect,  if  any,  such  changes  may  have  on our
operations.

     We compete with the internal  recovery  departments of potential  customers
and others that provide subrogation services. We believe that there are barriers
to  entry  in the  bulk of our  market,  including  process  expertise,  capital
requirements  necessitated  by the unusually  long revenue cycle in the recovery
industry,  assembling  and training a qualified  and  productive  employee  base
possessing appropriate industry expertise,  and an information processing system
designed to aid  investigators  and examiners  engaged in the recovery  process.
However,  there  are  participants  in the  healthcare,  insurance,  transaction
processing and software development  industries that possess sufficient capital,
and managerial and technical expertise, to develop competitive services.

     We  also  compete  with  online  and  traditional  providers  of  insurance
products.  The market for distributing  insurance  products over the Internet is
relatively  new,  rapidly  evolving and intensely  competitive.  Current and new
competitors may be able to launch new sites at a

                                       5
<PAGE>

relatively low cost.  There are a number of companies that either sell insurance
online or provide lead referral services,  including traditional distributors of
insurance,  such as captive  agents,  independent  brokers and agents and direct
distributors of insurance.

Government Regulation

     Insurance  companies,  marketers of insurance products and insurance agents
are subject to extensive  regulation and supervision in the states in which they
transact business. These regulations pertain to matters such as providing policy
forms and various premium rates,  minimum reserves and loss ratio  requirements,
the type and amount of investments,  minimum  capital and surplus  requirements,
granting and revoking  licenses to transact  business,  levels of operations and
regulating  trade practices.  Insurance  companies are required to file detailed
annual reports with the supervisory agencies in each of the states in which they
do  business,  and are  subject to  examination  by such  agencies  at any time.
Increased regulation of insurance agencies at the state level and new regulation
at the  federal  level is  possible,  although  we cannot  predict the nature or
extent of any such regulation or what impact it would have on our operations.

     While no  regulatory  actions are pending  against us, we cannot assure you
that we would be  deemed  to be in  compliance  with  all  applicable  insurance
licensing  requirements  in each  jurisdiction  in which we operate.  Nor can we
assure you that we do not need to obtain additional licenses.

     The future of insurance sales over the Internet is unclear. We believe that
we are  currently  in  compliance  with all of these  regulations.  However,  if
additional  state or federal  regulations are adopted,  they may have an adverse
impact on us.

Employees

     As of March 15, 2001, we had 51  employees,  all of whom were employed on a
full-time  basis.  At  such  date,  two of our  employees  were  located  at our
executive  offices in Norwalk,  Connecticut;  37 were  located at our offices in
Medford, New York where we maintain our subrogation and claim services division;
and 12 were located at our offices in  Steubenville,  Ohio where we maintain our
insurance agency, call center and database developers. None of our employees are
represented  under collective  bargaining  agreements.  We believe our relations
with our employees to be good.

Our History

     We were  incorporated  under  the  laws of New  York on June  22,  1988 and
consummated an initial public offering of our common stock on March 15, 1989. We
had  originally   been  organized  to  evaluate,   structure  and  complete  the
acquisition  of a business that we believed had the  potential  for success.  On
November 21, 1990, we acquired all the issued and  outstanding

                                       6
<PAGE>

shares of common  stock of Nuvision  Entertainment,  Inc., a  development  stage
company.  As a result  of the  acquisition,  Nuvision  became  our  wholly-owned
subsidiary.

     Nuvision,  founded in January 1990,  was a company that intended to create,
develop and market  interactive  entertainment  products and video game software
primarily for use with the Sega Genesis System, a 16-bit, video game system from
Sega  Enterprises  Ltd., a  Japanese-based  manufacturer and world leader in the
high technology arcade game business and video game market.

     On February 26, 1992,  we ceased  operations  due to our inability to raise
additional  capital  to  fulfill  our  financial  needs and  become an  on-going
business  enterprise.  We wound up our affairs and  liquidated our assets to pay
off our then-existing liabilities. Nuvision was dissolved in 1994.

     In the latter half of 1999, we replaced our Board of Directors with two new
members and directed these individuals to seek, identify, engage and acquire new
businesses. In conjunction with our future plans, we elected to change our state
of incorporation from New York to Nevada on April 28, 2000.

     Pursuant to the terms of two separate  Contribution and Exchange Agreements
with ISG and US Direct,  effective as of November  30, 2000,  we acquired all of
the issued and  outstanding  capital stock of ISG and US Direct for an aggregate
of 21,651,000 shares of our common stock.  Following these  acquisitions,  there
was a total of 25,764,009 shares of our common stock issued and outstanding. All
of our former management  resigned at the closing of these  transactions and the
businesses  of each of ISG and US Direct  became  our  ongoing  businesses.  The
shareholders  of ISG  received  10,540,000  shares of our  common  stock and the
shareholders  of US Direct received  11,111,000  shares of our common stock upon
the closing of these  acquisitions.  The acquisitions were approved at a meeting
of our  shareholders  on December  14, 2000 and were  completed  on November 30,
2000.

     Universal  Recoveries Inc. was incorporated  under the laws of the State of
New York on March 25, 1997 and  commenced  operations  during May 1997.  ISG was
incorporated  under  the laws of New York on  December  21,  1999 and  commenced
operations during January 2000. US Direct was incorporated under the laws of the
State of New York on October 24, 1997 and commenced  operations  during November
2000. Claim Partners was incorporated under the laws of the State of New York on
October 20, 1999 and commenced operations in January 2000.

     On  February  19,  2001,  our  Board  of  Directors  adopted,   subject  to
stockholder  approval,  a resolution  to amend  Article First of our Articles of
Incorporation to change our corporate name from  CyberOpticLabs,  Inc. to Cordia
Corporation.  We expect  our name  change to be  effected  following  our annual
meeting of shareholders in May 2001.

Item 2. Description of Property.

                                       7
<PAGE>

     As of March 15, 2001, we leased property at the following three  locations:
(1) approximately 1,500 square feet of office space for our executive offices in
Norwalk,  Connecticut under a lease expiring on March 31, 2002 at a rental price
of $2,000 per month; (2)  approximately  4,269 square feet in Medford,  New York
under a lease  expiring on December 31, 2001 at a rental price of $4,694.23  per
month; and (3)  approximately  2,700 square feet in  Steubenville,  Ohio under a
lease  expiring  on  January 1, 2002 at a rental  price of $2,000 per month.  We
believe our existing facilities are sufficient for our current operations.

Item 3. Legal Proceedings.

     We are not a party to any legal proceeding.

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

     On December  14, 2000,  we held a special  meeting of our  stockholders  to
ratify  and  approve  our  acquisitions  of ISG and US  Direct  and to elect new
directors.  Only  stockholders  of record of  shares of our  common  stock as of
November 30, 2000 were entitled to vote at the meeting.  Of the 3,420,000 shares
represented at the meeting,  all shares voted in favor of the  acquisitions  and
all shares voted in favor of the director nominees.

                                       8
<PAGE>

                                     Part II

Item 5.   Market for Common Equity and Related Shareholder Matters.

     Since May 8, 2000,  our common has been  listed on the OTC  Bulletin  Board
under the symbol  "CYOL." From August 25, 1998 to May 8, 2000,  our common stock
was listed on the OTC  Bulletin  Board under the symbol  "VSTX."  The  following
table represents the high and low per share bid information for our common stock
for each  quarterly  period  in  fiscal  2000 and  1999.  Such  high and low bid
information reflects  inter-dealer quotes,  without retail mark-up, mark down or
commissions and may not represent actual transactions.

                                   Fiscal 2000                Fiscal 1999
                                 High         Low         High           Low
Quarter ended March 31          $4.00        $.75        $2.00          $.04
Quarter ended June 30            1.89         .87         2.00           .04
Quarter ended September 30       1.89         .97         2.00           .04
Quarter ended December 31        1.63         .50         2.00           .04

     As of March 15,  2000,  there were  27,164,009  shares of our common  stock
outstanding  held by approximately  111 shareholders of record.  In May 2000, we
effected a one-for-40  reverse stock split. The high and low bid information for
the dates prior thereto has been adjusted to reflect such reverse stock split.

     We do not currently pay dividends on our common stock.  We do not intend to
declare or pay dividends on our common stock,  but to retain  earnings,  if any,
for the operation and expansion of our business.

     The following sales were made in reliance on an exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

     During  September  2000,  we sold an aggregate of 112,000  shares of common
stock,  together with two-year  warrants to purchase up to 112,000 shares of our
common stock at an exercise price of $2.50 per share, to eight investors for net
proceeds of approximately $112,000.

     On August 18, 2000, we issued 1,000 shares of our common stock,  which were
valued  at  their  market  value  at the  time of  issuance  to  satisfy  a debt
obligation.

     On May 16, 2000,  we issued an aggregate of 1,000,000  shares of our common
stock  which  were  valued at their  market  value at the time of  issuance,  to
certain related parties to satisfy debt obligations and as compensation.


                                       9
<PAGE>

     On February 17, 2000, we issued 275,000 shares of common stock,  which were
valued  at their  market  value  at the  time of  issuance,  to  certain  of our
stockholders,  directors  and officers to satisfy debt  obligations  and for the
provision of other services to us.

     On December 27, 1999, we issued 725,000  shares of our common stock,  which
were valued at their market value at the time of issuance,  in  consideration of
contracted services provided to us.

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

     Certain   statements   set  forth  below  under  this  caption   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Please refer to the first page of this Report for
additional factors relating to such statements.

     During the period from our formation on June 22, 1988 to November 30, 2000,
we did not generate any  significant  revenue,  and  accumulated  no significant
assets,  as we  explored  various  business  opportunities.  In  exchange  for a
controlling  interest in our  publicly-held  "shell"  corporation,  we acquired,
effective November 30, 2000, all of the issued and outstanding  capital stock of
ISG and US  Direct.  This  transaction  is  commonly  referred  to as a "reverse
acquisition,"  for  financial  reporting  purposes,   ISG  and  US  Direct  were
considered  the  acquirers  in such  transaction.  As a result,  our  historical
financial  statements for any period prior to November 30, 2000 are those of ISG
and US Direct combined.

Fiscal Year 2000 Compared to Fiscal Year 1999

     Revenues for fiscal 2000 decreased by approximately $170,000, or
approximately 9%, to approximately $1,707,000 as compared to approximately
$1,878,000 reported in fiscal 1999. The decrease in revenues was attributable to
a decrease of approximately $111,000 in reported subrogation service fee
revenues and a decrease of approximately $131,000 in credit card enrollment
services that was partially offset by an increase in insurance brokerage
commissions of approximately $34,000. The decrease in subrogation revenues was
primarily due to our reporting financial results for only nine months of
Subrogation Partners activities in fiscal 2000 as compared to a full twelve
months activity for 1999. The decrease in credit card marketing revenues was
primarily due to our decision to terminate that marketing program during fiscal
2000 and focus our efforts on our other businesses. The increase in insurance
brokerage commissions was primarily due to the enhancements to our online
insurance site, www.riderpoint.com, implemented during fiscal 2000 and increased
marketing efforts. We anticipate that our revenues will increase in fiscal 2001
as a result of our reporting twelve months of activities for Subrogation
Partners, our planned launch of claims administration services during 2001 and
increased insurance brokerage commissions from an expansion of product offerings
and improved execution of our marketing plans.

     Operating expenses decreased by approximately $21,000, or approximately 1%,
to  approximately  $2,700,000  in  fiscal  2000  as  compared  to  approximately
$2,721,000 in fiscal 1999. The components of operating  expenses are payroll and
payroll taxes;  advertising  and promotion;  professional  and consulting  fees;
depreciation;  research and development; and selling, general and administrative
expenses

     During fiscal 2000, payroll and payroll taxes increased by approximately
$271,000, or 22%, to approximately $1,499,000, principally as a result of our
efforts to expand our insurance brokerage business through RP Insurance Agency,
Inc. This compares with payroll and payroll taxes of $1,228,000 incurred during
fiscal 1999.

                                       10
<PAGE>

     Advertising   and   promotion   expenses   increased   in  fiscal  2000  to
approximately  $255,000 from approximately $62,000 in fiscal 1999. This increase
of approximately  $193,000, or 311% resulted from the expansion of our marketing
programs, principally in connection with our subrogation line of business.

     Professional   and  consulting  and   depreciation   expenses,   aggregated
approximately  $154,000  during  fiscal  2000  as  compared  with  approximately
$171,000  during fiscal 1999, a decrease of $17,000 or  approximately  10%. This
decrease resulted principally from a decrease in consulting fees incurred by our
subrogation line of business.

     Research and development expenses decreased to approximately $65,000 during
fiscal 2000 from  approximately  $607,000  during  fiscal 1999.  The decrease of
$542,000  resulted  principally from a purchase of certain web site technologies
in 1999 with a total cost of  $530,000.  We  incurred  no similar  research  and
development acquisition expense in fiscal 2000.

     Selling,  general  and  administrative  expenses  aggregated  approximately
$728,000  during fiscal 2000 and  approximately  $654,000 during fiscal 1999, an
increase  of   approximately   $74,000  or  11%.  This  increase  was  primarily
attributable to the activities of our Premium Partners division and was directly
related to the development of our online insurance capabilities and expansion of
our brokerage line of business.

     Interest  expense  amounted  to  approximately  $7,000 in fiscal  2000,  as
compared to approximately  $1,000 in fiscal 1999. The increased interest expense
was the result of higher borrowing levels during fiscal 2000.

Liquidity and Capital Resources

     At December 31, 2000, we  had  cash  and  cash equivalents of $54,635 and a
working capital deficit of approximately ($36,000), an increase of approximately
$35,000  and  a decrease  of  approximately  $931,000, respectively, compared to
amounts  reported  at December 31, 1999. The decrease in working capital results
primarily  from  the decrease  in the  value of  our  marketable  securities  at
December 31, 2000 and losses incurred by our Premium Partners division.

     Net cash used in operating activities aggregated  approximately  ($848,000)
and ($238,000) in fiscal 2000 and 1999, respectively. The increase in the use of
cash from  operating  activities  in fiscal  2000 as  compared to fiscal 1999 of
approximately   $610,000  was  primarily   related  to  the  increased  loss  of
approximately $373,000 for 2000 as compared to fiscal 1999.

     Net cash provided by investing activities aggregated approximately $791,000
and $213,000 in fiscal 2000 and 1999, respectively. The principal source of cash
from investing

                                       11
<PAGE>

activities in fiscal 2000 and 1999 was approximately  $880,000 and $265,000 from
the sale of investments for the respective periods.

     Net cash provided by financing activities aggregated  approximately $93,000
and $13,000 in fiscal 2000 and 1999,  respectively.  In fiscal 2000, net cash of
approximately  $96,000 was generated by financing  activities that resulted from
the private  placement of our common stock. In fiscal 1999, net cash provided by
financing activities resulted from an increase of loans payable.

     At April 4, 2001,  we  beneficially  owned 500,000  "restricted"  shares of
common stock of eLEC Communications Corp. (NASDAQ: ELEC). Of such shares, we can
sell  approximately  300,000 shares through a currently  effective  registration
statement filed by eLEC Communications Corp. There can be no guarantee that such
registration  statement will remain effective.  In the event that we cannot sell
these shares through a registration statement, these shares will not be eligible
for sale until November 2001.  Approximately  200,000 additional shares will not
be eligible for sale in the public  markets until  February  2002. We anticipate
that our  shares  of eLEC  Communications  Corp.  may be sold  from time to time
primarily to fund our current operating losses and our growth.

     We believe that the working  capital and cash flow from  operations  of our
Subrogation  Partners  division  will be sufficient to meet the cash and capital
requirements of our Subrogation  Partners and Claims Partners  divisions for the
next 12  months.  We will,  however,  need to expend  cash and incur  additional
losses before we are able to grow our Premium Partners  division to a profitable
level. We believe our cash and cash  equivalent  assets at April 4, 2001 may not
provide us with sufficient  liquidity to grow our business and carry out many of
our expansion plans. In addition,  as discussed above, a significant  portion of
our liquid assets consist of marketable securities.  As the market value of such
securities could vary widely during the year, we may ultimately monetize some or
all of such  securities  at prices  that will not  generate  sufficient  cash to
enable us to carry out our fiscal 2001  operating  plans.  In recognition of the
potential  need for  additional  working  capital,  management  intends  to seek
additional  sources of capital,  which  sources  may include  public and private
sales of our  securities  and  additional  borrowings  from both  affiliates and
non-affiliates.  Our inability to obtain sufficient working capital may restrict
our ability to carry out our operating  plans  resulting in the  continuance  of
unprofitable  operations,  which would adversely affect our financial  condition
and results of operations.

                                       12
<PAGE>

Item 7. Financial Statements


                      CYBEROPTICLABS, INC. AND SUBSIDIARIES

                           DECEMBER 31, 2000 AND 1999



                                                                         Page


Independent Auditors' Report                                              14

Consolidated Balance Sheets                                               15

Consolidated Statements of Operations                                     16

Consolidated Statements of Stockholders' Equity                           17

Consolidated Statements of Cash Flows                                     18

Notes to Financial Statements                                           19 - 26


                                       13
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
CyberOpticLabs, Inc.

We have audited the accompanying consolidated balance sheets of CyberOpticLabs,
Inc. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CyberOpticLabs, Inc.
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
which raises 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.




CIPOLLA SZIKLAY ZAK & CO., L.L.C.

West Orange, New Jersey
April 3, 2001


                                       14

<PAGE>


                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                                  2000              1999
                                                                                               -----------      ------------
<S>                                                                                            <C>               <C>
                                                                ASSETS
Current Assets
  Cash                                                                                         $    54,635       $    19,712
  Accounts receivable, less allowance for doubtful accounts
       of $10,000 (2000) and $-0- (1999)                                                           185,974           239,406
  Investments                                                                                      234,360         1,537,480
  Prepaid expenses and other current assets                                                          2,027            18,897
  Loans receivable from affiliates                                                                   1,721            16,615
                                                                                               -----------       -----------

  TOTAL CURRENT ASSETS                                                                             478,717         1,832,110
                                                                                               -----------       -----------

Property and equipment, at cost
  Office equipment                                                                                 117,073            35,908
  Vehicles                                                                                          16,743            16,743
  Furniture and fixtures                                                                            82,777            59,766
                                                                                               -----------       -----------

                                                                                                   216,593           112,417
  Less: Accumulated depreciation                                                                    47,517            13,987
                                                                                               -----------       -----------

  NET PROPERTY AND EQUIPMENT                                                                       169,076            98,430
                                                                                               -----------       -----------

  TOTAL ASSETS                                                                                 $   647,793       $ 1,930,540
                                                                                               ===========       ===========


                                                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Current portion of long-term debt                                                            $     3,935       $     3,908
  Accounts payable and accrued expenses                                                            286,690           280,718
  Unearned commission income                                                                        30,788             9,489
  Deferred income taxes                                                                             56,497           508,819
  Loans payable to affiliates                                                                      134,568            85,083
  Other loans payable                                                                                   --            49,314
  Other current liabilities                                                                          2,277                --
                                                                                               -----------       -----------

  TOTAL CURRENT LIABILITIES                                                                        514,755           937,331
                                                                                               -----------       -----------

Noncurrent Liabilities
  Long-term debt, less current portion                                                               1,650             4,604
  Deferred income taxes                                                                             17,172            10,436
                                                                                               -----------       -----------

  TOTAL NONCURRENT LIABILITIES                                                                      18,822            15,040
                                                                                               -----------       -----------

Stockholders' Equity
  Preferred stock, $.001 par value; 5,000,000 shares authorized,
     no shares issued and outstanding                                                                   --                --
  Common stock, $.001 par value; 100,000,000 shares authorized,
   25,764,009 (2000) and 20,212,683 (1999) shares issued and outstanding                            25,764            20,213
  Additional paid-in capital                                                                     2,126,063         1,814,381
  Accumulated deficit                                                                           (2,037,611)         (856,425)
                                                                                               -----------       -----------

  TOTAL STOCKHOLDERS' EQUITY                                                                       114,216           978,169
                                                                                               -----------       -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                   $   647,793       $ 1,930,540
                                                                                               ===========       ===========
</TABLE>




                 See notes to consolidated financial statements.

                                       15

<PAGE>

                     CYBEROPTICLABS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                     2000              1999
                                                 -----------       -----------
<S>                                              <C>               <C>
Revenues                                         $ 1,707,259       $ 1,877,594
                                                 -----------       -----------

Operating Expenses
  Payroll and payroll taxes                        1,498,549         1,227,609
  Advertising and promotion                          254,743            61,782
  Professional and consulting fees                   120,557           159,162
  Depreciation                                        33,529            11,770
  Research and development                            64,747           606,888
  Other selling, general and administrative          727,987           654,061
                                                 -----------       -----------

                                                   2,700,112         2,721,272
                                                 -----------       -----------

Operating Loss                                      (992,853)         (843,678)
                                                 -----------       -----------

Other Income (Expenses)
  Gain (loss) on investments                        (618,300)          527,380
  Interest income                                      1,688               695
  Interest expense                                    (6,571)             (925)
                                                 -----------       -----------

                                                    (623,183)          527,150
                                                 -----------       -----------

Income Before  Income Taxes                       (1,616,036)         (316,528)
                                                 -----------       -----------

Income Tax Expense (Credit)
  Current                                             10,735             3,189
  Deferred                                          (445,585)          488,031
                                                 -----------       -----------

                                                    (434,850)          491,220
                                                 -----------       -----------
Net Loss                                         $(1,181,186)      $  (807,748)
                                                 ===========       ===========


Loss per Share                                   $     (0.06)      $     (0.04)
                                                 ===========       ===========
</TABLE>


                 See notes to consolidated financial statements.

                                       16


<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                           Common Stock
                                                                   ---------------------------      Additional
                                                                     Number of                       Paid-in       Accumulated
                                                                      Shares          Amount         Capital         Deficit
                                                                   -----------     -----------     -----------     -----------
<S>                                                                 <C>            <C>             <C>             <C>
Balances, January 1, 1999                                           17,096,329     $    17,097     $   111,903     $   (48,677)

Capital Contributions
           Marketable securities contributed                         2,636,915           2,637       1,272,363              --
           Assets contributed in connection with
             acquired research and development                         479,439             479         416,821              --
           Contribution of general and administrative expenses              --              --          13,294              --

Net (loss)                                                                  --              --              --        (807,748)
                                                                   -----------     -----------     -----------     -----------

Balances, December 31, 1999                                         20,212,683          20,213       1,814,381        (856,425)

Capital Contributions
           Marketable securities contributed                         1,438,317           1,438         193,562              --
           Contribution of general and administrative expenses              --              --          26,702              --
           Reverse acquisition                                       4,113,009           4,113          91,218              --
           Other contributions                                              --              --             200              --

Net (loss)                                                                  --              --              --      (1,181,186)
                                                                   -----------     -----------     -----------     -----------

Balances, December 31, 2000                                         25,764,009     $    25,764     $ 2,126,063     $(2,037,611)
                                                                   ===========     ===========     ===========     ===========
</TABLE>





                                                                       Total
                                                                   -----------

Balances, January 1, 1999                                         $    80,323

Capital Contributions
           Marketable securities contributed                        1,275,000
           Assets contributed in connection with
             acquired research and development                        417,300
           Contribution of general and administrative expenses         13,294

Net (loss)                                                           (807,748)
                                                                  -----------

Balances, December 31, 1999                                           978,169

Capital Contributions
           Marketable securities contributed                          195,000
           Contribution of general and administrative expenses         26,702
           Reverse acquisition                                         95,331
           Other contributions                                            200

Net (loss)                                                         (1,181,186)
                                                                  -----------

Balances, December 31, 2000                                       $   114,216
                                                                  ===========



                 See notes to consolidated financial statements.

                                       17

<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                              2000             1999
                                                          -----------       ------------
<S>                                                       <C>               <C>
Cash Flows From Operating Activities
  Net loss                                                $(1,181,186)      $  (807,748)
  Adjustments to reconcile net loss to net cash
    used by operations
      (Gain) loss on investments                              618,300          (527,380)
      Depreciation expense                                     33,530            11,769
      Deferred income tax (credit)                           (445,585)          488,033
      Research and development expenses                            --           530,000
     Contributed general and administrative services           26,702            13,294
      (Increase) decrease in assets
        Accounts receivable                                    53,432          (130,508)
        Prepaid expenses and other current assets              16,870           (18,867)
      Increase (decrease) in liabilities
        Accounts payable and accrued expenses                   5,971           194,272
        Unearned commission income                             21,299             9,489
        Other current liabilities                               2,277                --
                                                          -----------       -----------

    NET CASH (USED) BY OPERATING ACTIVITIES                  (848,390)         (237,646)
                                                          -----------       -----------

Cash Flows From Investing Activities
    Decrease in loans receivable from affiliates               14,894            23,385
    Proceeds from sale of investments                         879,820           264,900
    Purchase of property and equipment                       (104,176)          (75,084)
                                                          -----------       -----------

    NET CASH (PROVIDED) BY INVESTING ACTIVITIES               790,538           213,201
                                                          -----------       -----------

Cash Flows From Financing Activities
    Proceeds from issuance of common stock                     95,531                --
    Payments of notes payable                                  (2,927)           (8,231)
    Loans payable to affiliates                                49,485            85,083
    Decrease in other loans payable                           (49,314)          (63,386)
                                                          -----------       -----------

    NET CASH (PROVIDED) BY FINANCING ACTIVITIES                92,775            13,466
                                                          -----------       -----------

Increase (Decrease) in Cash                                    34,923           (10,979)

Cash, Beginning                                                19,712            30,691
                                                          -----------       -----------

Cash, Ending                                              $    54,635       $    19,712
                                                          ===========       ===========


Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest                                                $   (29,602)      $   (32,695)
                                                          ===========       ===========

  Income taxes                                            $   117,808       $       483
                                                          ===========       ===========
</TABLE>



                 See notes to consolidated financial statements.

                                       18
<PAGE>


                     CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

                  The Company
                  CyberOpticLabs,  Inc. (formerly  Vestex,  Inc.) was  organized
                  on  June 22, 1988  and  consummated an Initial Public Offering
                  of its  common stock on  March 15, 1989. On February 26, 1992,
                  CyberOpticLabs,  Inc.  ("Cyber") filed  Form 8-K notifying the
                  Securities  and  Exchange   Commission  that  it  had   ceased
                  operations  and   was  liquidating  its   assets  to  pay  off
                  existing liabilities due to a lack of working capital.

                  On November 30, 2000,  Cyber  acquired  all of the outstanding
                  common stock of ISG Group Inc. ("ISG") and U.S. Direct Agency,
                  Inc. ("USD") in  exchange  for  21,651,000  shares  of Cyber's
                  common  stock  (approximately  84  percent  of  Cyber's common
                  shares  issued  and outstanding). For accounting purposes, the
                  acquisition  has  been  treated as the acquisition of Cyber by
                  ISG  and  USD,  with  ISG  and  USD  as  the acquirer (reverse
                  acquisition).  The  historical  financial statements presented
                  prior to November 30, 2000 are those of ISG and USD combined.

                  The acquisition of Cyber has been accounted for as a series of
                  capital  stock  transactions  by ISG  and USD. Accordingly, no
                  goodwill  has  been  recorded and no pro-forma information has
                  been provided.

                  Operations
                  Cyber conducts its  operations  through the  subsidiaries  and
                  affiliates  of ISG  (Universal Recoveries,  Inc. and U.L.A.E.,
                  Inc., both  wholly-owned) and USD (RiderPoint,  Inc., which is
                  owned 43% by USD).  During  February 2001,  Cyber purchased an
                  additional  37% ownership  interest in  RiderPoint,  Inc. (see
                  Note 12).

                           Universal   Recoveries,   Inc.,   doing  business  as
                           Subrogation Partners, provides insurance recovery and
                           collections services, including subrogation,  salvage
                           and deductible collections.

                           U.L.A.E., Inc., doing business as Claims Partners, is
                           a  third-party  claims  administrator  that  provides
                           claim management solutions to insurance companies.

                           RiderPoint,  Inc. ("RiderPoint") has been focusing on
                           the development of technological  systems,  solutions
                           and  processes   that  will  allow  it  to  become  a
                           nationwide  distributor of insurance products through
                           the internet and traditional insurance agents.

                           RiderPoint's  wholly-owned  subsidiary  RP  Insurance
                           Agency Inc. acts as insurance brokers for individuals
                           purchasing property and liability insurance for Power
                           Sports Vehicles.

                  Basis of Presentation
                  These  consolidated  financial  statements  have been prepared
                  assuming that Cyber and its  subsidiaries  (collectively  "the
                  Company")  will continue as a going  concern.  The Company has
                  incurred substantial losses since its inception and expects to
                  incur additional losses to complete the  commercialization  of
                  its technologies and develop its insurance brokerage business.
                  These conditions raise  substantial  doubt about the Company's
                  ability to continue as a going concern.  The Company's ability
                  to continue as a going  concern is dependent  upon  generating
                  sufficient cash flow to meet its obligations as they come due.
                  Management  is  actively  pursuing  various  options,  such as
                  securing additional equity financing. Management believes that
                  sufficient  funding  will be  available  to meet  its  planned
                  business  objectives,  including  expansion of its subrogation
                  and  insurance  brokerage  businesses,   through  2001.  These
                  financial statements do not include any adjustments that might
                  result from the outcome of this uncertainty.

                                       19
<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (cont'd)

                  Principles of Consolidation
                  The consolidated financial statements include the accounts of
                  (a) ISG and its subsidiaries for the year ended March 31, 1999
                  and the nine months ended December 31, 2000, (b) USD and its
                  affiliate RiderPoint (which USD effectively controls) for the
                  years ended December 31, 1999 and 2000, and (c) Cyber for the
                  one-month ended December 31, 2000. All material intercompany
                  balances and transactions have been eliminated.

                  Use of Estimates
                  The preparation of financial statements in conformity with
                  generally accepted 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.

                  Investments

                  The Company's investments in marketable equity securities have
                  been  recorded at fair market  value,  and are  classified  as
                  trading securities.

                  Property and Equipment
                  Property and equipment are stated at cost less accumulated
                  depreciation. For financial reporting purposes, depreciation
                  is provided using the straight-line method over useful lives
                  ranging from five to seven years. Expenditures that
                  significantly increase value or extend useful asset lives are
                  capitalized. Expenditures for maintenance, repairs and
                  renewals of a minor nature are charged against operations as
                  incurred.

                  Revenue Recognition
                  Subrogation service and fee income are recognized when funds
                  are collected from third parties and the respective insurance
                  files are closed. Commission income is recognized as
                  commissions are earned over the lives of the respective
                  policies. Commissions received from insurance companies in
                  advance of being earned are credited to unearned commission
                  income.

                  Advertising and Promotion
                  Advertising and promotion costs are expensed as incurred.

                  Research and Development
                  Research and development costs consist of outside consulting
                  costs in connection with the development of a web site and
                  purchased technologies (see Note 7). Research and development
                  costs are expensed as incurred.

                  Income Taxes
                  The Company recognizes deferred tax assets and liabilities for
                  the expected future tax consequences of events that have been
                  recognized in the Company's financial statements or tax
                  returns. Under this method, deferred tax assets and
                  liabilities are determined based on temporary differences
                  between the financial statement carrying amounts and the tax
                  bases of assets and liabilities using enacted tax rates in
                  effect for the years in which the differences are expected to
                  reverse.

                  Loss Per Share
                  Loss per share is computed based on the weighted average
                  number of shares outstanding during each year (20,682,877
                  during 2000 and 18,576,679 during 1999). No changes in the
                  computations of diluted earnings per share amounts are
                  presented since there were no capital stock transactions that
                  would serve to dilute common shares.

                                       20

<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (cont'd)

              New Accounting Standards

                  In December 1999, the Securities and Exchange Commission (SEC)
                  issued  Staff  Accounting  Bulletin  (SAB) No.  101,  "Revenue
                  Recognition  in Financial  Statements"  (SAB No. 101). SAB No.
                  101 expresses the views of the SEC staff in applying generally
                  accepted accounting  principles to certain revenue recognition
                  issues.  Subsequently,  SAB Nos.  101A and  101B  were  issued
                  delaying  the  implementation  of SAB  No.  101 to the  fourth
                  quarter  of 2001.  The SAB  requires  companies  to report any
                  changes  in  revenue  recognition  as a  cumulative  change in
                  accounting   principle  at  the  time  of   implementation  in
                  accordance  with  Accounting   Principles  Board  Opinion  20,
                  "Accounting  Changes."  The Company  does not believe that the
                  adoption  of SAB No.  101 will have a  material  impact on the
                  Company's financial position or results of operations.

                  New  accounting   standards   issued  include  SFAS  No.  133,
                  "Accounting    for   Derivative    Instruments   and   Hedging
                  Activities,"  which  establishes a comprehensive  standard for
                  the  recognition  and  measurement of derivatives  and hedging
                  activities.  The new standard requires that all derivatives be
                  recognized  as  assets  or  liabilities  in the  statement  of
                  financial position and measured at fair value. Gains or losses
                  resulting  from  changes  in fair  value  are  required  to be
                  recognized in current  earnings unless specific hedge criteria
                  are met.  The Company  does not believe  that the  adoption of
                  SFAS No.  133 will have a  material  impact  on the  Company's
                  financial position or results of operations.

                  In March 2000, the Financial Accounting Standards Board (FASB)
                  issued Interpretation No. 44 (FIN 44), "Accounting for Certain
                  Transactions  involving Stock Compensation,  an Interpretation
                  of APB Opinion No. 25." FIN 44 clarifies  the  application  of
                  APB No. 25 for certain issues,  including the definition of an
                  employee,  the treatment of the  acceleration of stock options
                  and the accounting  treatment for options  assumed in business
                  combination.  FIN 44 became  effective on July 1, 2000, but is
                  applicable  for certain  transactions  dating back to December
                  1998. The adoption of FIN 44 did not have any material  impact
                  on the Company's financial position or results of operations.


NOTE 2 - INVESTMENTS

                  During the year ended December 31, 2000,  eLEC  Communications
                  Corp. ("eLEC") exchanged 300,000 shares of its publicly traded
                  common  stock,  having a fair market  value of  $195,000,  for
                  600,000 shares of RiderPoint's  common stock.  During the year
                  ended December 31, 1999, eLEC exchanged  550,000 shares of its
                  publicly  traded common  stock,  having a fair market value of
                  $1,275,000,  for 1,100,000 shares of the  RiderPoint's  common
                  stock.  During February 2001, eLEC exchanged all of its shares
                  of  RiderPoint  common  stock,  and other  consideration,  for
                  1,400,000 shares of the Company's common stock (see note 12).

                  The   following  is  a   reconciliation   of  gain  (loss)  on
                  investments during the years ended December 31, 2000 and 1999:
<TABLE>
<CAPTION>
                                                                    2000            1999
                                                                    ----            ----
<S>                                                             <C>              <C>
                    Net change in unrealized gains (losses)     $ (470,620)      $ 509,980
                    Realized (gains) losses                       (147,680)         17,400
                                                                -----------      ---------
                    Total                                       $ (618,300)      $ 527,380
                                                                ===========      =========
</TABLE>

                                       21

<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 3 - RELATED PARTY TRANSACTIONS

                  During the years ended December 31, 2000 and 1999, eLEC
                  provided administrative services, including bookkeeping and
                  office space, to RiderPoint. Such services, which were not
                  billed by eLEC, have been recorded at their fair market value
                  and credited to additional paid-in capital in the accompanying
                  financial statements.

                  The Company periodically borrows funds from shareholders and
affiliates of shareholders. The loans bear interest at the rate of 12% per annum
and are payable on demand.

                  The Company, from time to time prior to the reverse
                  acquisition transaction, advanced funds to an officer and
                  stockholder of the Company, or an entity controlled by the
                  officer. No interest is being charged on the loans. The loans
                  are payable on demand.

NOTE 4 - LONG-TERM DEBT

                  The Company  financed  the  purchase of a vehicle  with a note
                  that bears interest at the rate of 9% per annum,  with a final
                  payment due May 2002.

                  Annual  maturities  of such  long-term  debt  consisted of the
                  following at December 31, 2000:

                           Years ending
                           December 31,
                           ------------
                               2001                      $3,935
                               2002                       1,650
                                                          -----
                                    Total                $5,585
                                                         ======

NOTE 5 - STOCKHOLDERS' EQUITY

                  Effective April 30, 2000, Cyber approved a 40 to 1 reverse
                  split of its common stock with no change in its par value of
                  $.001. At the same time Cyber authorized the issuance of (a)
                  100,000,000 shares of common stock with a par value of $.001
                  per share, and (b) 5,000,000 shares of preferred stock with a
                  par value of $.001 per share. All references in the
                  consolidated financial statements and in the notes to
                  consolidated financial statements to the number of common
                  shares and per share amounts have been restated to reflect the
                  stock split.

                  During September 2000, prior to the reverse acquisition
                  transaction, Cyber issued warrants to purchase 112,000 shares
                  of its common stock. The warrants have an exercise price of
                  $2.50 per share and expire July through September 2002. No
                  warrants were exercised during 2000 and all 112,000 warrants
                  were outstanding at December 31, 2000.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The fair value of the Company's investment in marketable
                  equity securities is based upon the quoted market price and is
                  $234,360 and $1,537,480 at December 31, 2000 and 1999,
                  respectively. The carrying amount of long-term debt, including
                  current maturities ($5,585 and $8,512 at December 31, 2000 and
                  1999, respectively), other loans payable ($49,314 at December
                  31, 1999) and loans payable to affiliates ($134,568 and
                  $85,083 at December 31, 2000 and 1999, respectively)
                  approximates fair value based on similar issues with the same
                  term to maturity.


                                       22

<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 7 - RESEARCH AND DEVELOPMENT

                  During 1999, RiderPoint acquired certain web site technologies
                  for $530,000, as follows:
<TABLE>
<CAPTION>

                      Loan payable bearing interest at the rate of 8% per annum,
<S>                   <C>                                                          <C>
                      final payment due in 2000                                    $112,700

                      Cash paid by certain stockholders of RiderPoint               192,300

                      200,000 shares of RiderPoint's common stock                   225,000
                                                                                  ---------

                      Total                                                        $530,000
</TABLE>


                  The Company expensed the cost of the acquired technologies as
research and development costs during the year ended December 31, 1999.


NOTE 8 - INCOME TAXES

                  The tax effect of the temporary  difference  that give rise to
                  the  deferred  tax assets and  liabilities  as of December 31,
                  2000 and 1999 are as follows:
<TABLE>
<CAPTION>
                                                                             2000            1999
                                                                             ----            ----
                  <S>                                                     <C>             <C>
                  Deferred income tax assets:
                           Accounts payable and accrued expenses          $  93,227       $  88,165
                           Unearned income                                   12,311           3,796
                           Other liabilities                                 16,909           5,318
                           Net operating loss carryover                     358,996         111,417
                           Less: Valuation allowance                       (364,553)             --
                                                                          ---------       ---------

                                                                            116,890         208,696
                                                                          ---------       ---------

                  Deferred income tax liabilities:
                           Accounts receivable                               78,348          95,762
                           Investments                                       93,741         614,994
                           Prepaid expenses and other current assets          1,298           6,759
                           Accumulated depreciation                          17,172          10,436
                                                                          ---------       ---------

                                                                            190,559         727,951
                                                                          ---------       ---------

                  Net deferred income tax liability                       $  73,669       $ 519,255
                                                                          =========       =========


                  Deferred income tax liability - current portion         $  56,497       $ 508,819
                  Deferred income tax liability - noncurrent portion         17,172          10,436
                                                                          ---------       ---------

                  Total deferred income tax liability                     $  73,669       $ 519,255
                                                                          =========       =========
</TABLE>



                  The consolidated financial statements have been presented on
                  the accrual method of accounting. For income tax reporting
                  purposes, the Company is on the cash method. Accordingly, for
                  income tax purposes, certain revenues and related assets are
                  recognized when received rather than when earned, and certain
                  expenses are recognized when paid rather than when the
                  obligation is incurred.


                                       23


<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 9 - EMPLOYEE BENEFIT PLAN

                  Universal Recoveries,  Inc. has a defined contribution (SIMPLE
                  SRA)  plan   covering   all  eligible   employees.   Universal
                  Recoveries,  Inc.  matches  up  to  3%  of  eligible  employee
                  compensation,  up to a maximum  of the  respective  employee's
                  elective  deferral.  During the years ended  December 31, 2000
                  and  1999,  employer   contributions  of  $4,600  and  $6,928,
                  respectively, were expensed.


NOTE 10 - COMMITMENTS

                  The   Company   is   committed   for  annual   rentals   under
                  noncancelable  operating  leases for its office space,  office
                  equipment  and a vehicle that expire at various  times through
                  February 2005.  Future minimum rental  commitments under these
                  leases  for  years  subsequent  to  December  31,  2000 are as
                  follows:

                      Year Ending
                      December 31:
                      ------------

                         2001                  $129,315
                         2002                    24,246
                         2003                    11,125
                         2004                     1,156
                         2005                        96
                                               --------

Total                                          $165,938
                                               ========

                  Rent expense was approximately $104,000 and $87,000 for the
years ended December 31, 2000 and 1999, respectively.


NOTE 11 - SEGMENT INFORMATION AND CONCENTRATIONS

                  During the years ended December 31, 2000 and 1999, the Company
                  generated revenues from the following sources:

<TABLE>
<CAPTION>
                                                                      2000          1999
                                                                      ----          ----
<S>                                                               <C>            <C>
                  Subrogation service and fees                    $1,607,119     $1,718,392
                  Insurance brokerage commissions                     56,716         22,230
                  Claims management services                          37,146              0
                  Credit card enrollment services and other            6,278        136,972
                                                                 -----------     ----------

                  Total                                           $1,707,259     $1,877,594
                                                                  ==========     ==========
</TABLE>

                  Two  insurance  companies accounted  for approximately 64% and
                  84%  of  total subrogation service and fee revenues during the
                  years  ended  December 31, 2000  and 1999,  respectively.  Two
                  different   insurance   companies  accounted for approximately
                  85%  and  84% of total insurance brokerage  commissions during
                  the years ended December 31, 2000 and 1999, respectively.


                                       24

<PAGE>

                      CYBEROPTICLABS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 12 - SUBSEQUENT EVENTS (Unaudited)

          Securities exhange transactions with eLEC

          During February 2001, Cyber exchanged 1,400,000 shares it common
          stock, issued under Section 4(2) of the Securities Act of 1933, for:

          (a)  Approximately 37% of the common stock of RiderPoint not owned by
               USD. The February 2001 purchase of RiderPoint's common stock has
               been accounted for as a recapitalization of the Company's
               stockholders' equity.

          (b)  600,000 shares (approximately 19%) of the common stock of Skyclub
               Communications Holding Corp. ("Skyclub")

          (c)  100% of the outstanding membership interests in Webquill Internet
               Services, LLC ("Webquill"). Skyclub and Webquill are entities
               under common control with the Company. Accordingly, these
               transactions have been recorded by the Company at Skyclub's and
               Webquill's historical cost.

          (d)  200,000 restricted common shares of eLEC. The acquisition of
               eLEC's common stock has been accounted for at fair market value.

          Board resolution subject to stockholder approval

          On February 19, 2001 the Company's Board of Directors approved,
          subject to stockholder approval, resolutions to:

          (a)  Change Cyber's name to Cordia Corporation

          (b)  Establish the CyberOpticLabs, Inc. 2001 Equity Incentive Plan
               (the "Plan") effective January 5, 2001. The total number of
               shares of Cyber's common stock issuable under the Plan is
               5,000,000, subject to adjustment for events such as stock
               dividends, stock splits, etc. The Plan will be administered by a
               Committee having full and final authority and discretion to
               determine when and to whom awards should be granted. The
               Committee will also determine the terms, conditions and
               restrictions applicable to each award.

                                       25
<PAGE>

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

         None.


                                    Part III


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

Directors and Executive Officers

     Information  regarding  our directors is  incorporated  by reference to the
section  entitled  "Election of Directors"  appearing in the our Proxy Statement
for the Annual  Meeting of  Stockholders  to be filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  within  120 days after the end of our
fiscal year ended December 31, 2000.

Item 10. Executive Compensation.

     Information  regarding executive  compensation is incorporated by reference
to the information set forth under the caption  "Executive  Compensation" in our
Proxy  Statement  for the Annual  Meeting of  Stockholders  to be filed with the
Commission  within 120 days after the end of our fiscal year ended  December 31,
2000.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     Information  regarding  security ownership of certain beneficial owners and
management is  incorporated  by reference to the information set forth under the
caption  "Security   Ownership  of  Certain  Beneficial  Owners  and  Management
Ownership" in our Proxy  Statement for the Annual Meeting of  Stockholders to be
filed with the Commission within 120 days after the end of our fiscal year ended
December 31, 2000.


Item 12. Certain Relationships and Related Transactions.

     Information  regarding certain  relationships  and related  transactions is
incorporated  by  reference  to the  information  set forth  under  the  caption
"Certain  Relationships and Related Transactions" in our Proxy Statement for the
Annual Meeting of Stockholders  to be filed with the Commission  within 120 days
after the end of our fiscal year ended December 31, 2000.

                                       26

<PAGE>

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

     (a) Exhibits. The following exhibits are filed herewith or are incorporated
by reference to exhibits previously filed.

Exhibit No.          Description

2.1            Articles of  Incorporation  (incorporated by reference to Exhibit
               B(1) to our Quarterly Report on Form 10-Q filed with the
               Commission on May 16, 2000).

2.2            Revised Bylaws  (incorporated by reference to Exhibit B(4) to our
               Quarterly Report on Form 10-Q filed with the Commission on
               May 16, 2000).

2.3            Articles  of Merger of  Vestex,  Inc.  and  Cyberopticlabs,  Inc.
               (incorporated by reference to Exhibit B(2) to our Quarterly
               Report on Form 10-Q filed with the Commission on May 16, 2000).

2.4            Plan of Merger of Vestex,  Inc. and  CyberOpticLabs,  Inc., dated
               April 28, 2000  (incorporated by reference to Exhibit B(3) to our
               Quarterly Report on Form 10-Q filed with the Commission on May
               16, 2000).

2.5            Contribution  and Exchange  Agreement,  dated  November 30, 2000,
               between  the  Company  and U.S.  Direct  Insurance  Agency,  Inc.
               (incorporated by reference to Exhibit 2.01 to our Current Report
               on Form 8-K filed with the Commission on January 5, 2001).

2.6            Contribution  and Exchange  Agreement,  dated  November 30, 2000,
               between  the  Company  and I.S.G  Group,  Inc.  (incorporated  by
               reference  to  Exhibit  2.02  to our  Current Report on Form  8-K
               filed  with  the Commission on January 5, 2001).

4.1            Specimen Common Stock Certificate.

10.1           Company 2001 Equity Incentive Plan.

                                       27
<PAGE>

10.2           Lease,  dated  November 23, 1999,  between  RiderPoint,  Inc. and
               Tower Realty, Frank L. Petrola,  M.D. relating to office space in
               Steubenville, Ohio.

10.3           Sublease, dated April 1, 2001 between eLEC Communications, Inc.,
               and  Cordia Corporation   relating to office space in Norwalk,
               Connecticut.

10.4           Subrogation  Service Agreement,  dated June 25, 1999, between the
               Company,   Empire   Insurance   Company  and   Allcity  Insurance
               Company.

21             Subsidiaries  -  list  of  all   subsidiaries,   jurisdiction  of
               incorporation and names under which subsidiaries do business.


     (b)  Reports on Form 8-K.  No  reports  on Form 8-K were  filed  during the
fourth quarter of fiscal 2000.

                                       28
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned  thereunto duly authorized  executive  officer on
April 14, 2001.


                                         CYBEROPTICLABS, INC.


                                         By:  /s/ Craig Gironda
                                              ------------------
                                         Name: Craig Gironda
                                         Title:   President



     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities stated on April 14, 2001.

            Signature                                     Title
            ---------                                     -----


        /s/ Craig Gironda                          President, Director
------------------------------------
           Craig Gironda                 (Principal Executive Officer, Principal
                                              Financial Officer and Principal
                                                    Accounting Officer)


        /s/ John Scagnelli
------------------------------------                      Director
          John Scagnelli


        /s/ Wesly Minella
------------------------------------                      Director
          Wesly Minella



                                       29