General
Photonics Corporation, d/b/a DTC Data Technology (the "Company", "Photonics", or "DTC"), a California Corporation was formed from a merger of Photonics Corporation with DTC Data Technology in March of 1996. The Company designed, developed, and marketed Integrated Device Electronics (IDE) and Small Computer Systems Interface (SCSI) disk controller cards and Input/Output (I/O) products for personal computers. However, as a result of recurring significant operating losses, in June 1999, the board of directors voted to shut down business operations and attempt to sell the Company or its assets. Since that date, the Company had been inactive in its original business operations.
Consequently, during late January and into the first few days of February 2000, days before the Company planned to file Chapter 11, the Company was contacted by and reached an initial, non-binding agreement to acquire RealEstate4Sale.com (RE4S). Since this acquisition agreement is superior to the filing of a bankruptcy proceeding, the Company deferred the Chapter 11 filing; and was actively pursuing the acquisition of RE4S and, following the termination of that transaction, the acquisition of REpipeline.com, Inc.
The initial, non-binding agreement to acquire RE4S was terminated as of May 31, 2000. The Agreement, executed as of June 30, 2000, was executed with a majority of the same group of principals who represented RE4S but with their newly formed company REpipeline.com, Inc. (Texas).
On November 28, 2000, the Company approved the merger and merged with REpipeline.com, a Texas Corporation, an Internet vertical service provider to the commercial real estate industry, by issuing 18,127,707 common stock shares valued at $18,128 in exchange for all of the outstanding common stock of REpipeline.com, Inc. ("REP").
The transaction was accounted for as a reverse merger using the purchase method of accounting with REP acquiring Photonics for financial reporting purposes. The purchase price of Photonics was allocated among its net assets based on their relative fair market values. Because Photonics did not have any assets or business operations, no portion of the purchase price was allocated to goodwill. Instead, the excess of the purchase price over the fair value of net assets acquired has been charged against operations and reflected in the accompanying consolidated financial statements as an acquisition cost.
REpipeline.com, Inc. was incorporated in the state of Texas on June 8, 2000. On July 10, 2000, the REpipeline.com, Inc., a Texas Corporation agreed to purchase the assets and assume the certain liabilities and shareholder's equity of RealEstate4Sale.com. RealEstate4Sale.com ("RE4S") was incorporated in Colorado on August 17, 1999, and its purpose was to provide commercial real estate listings on the Internet. Subsequent to the acquisition of RealEstate4Sales.com, the Company reincorporated REpipeline.com, Inc. into a Delaware corporation and made it a wholly owned subsidiary.
However, the concept was deemed to be too narrow for the marketplace, which requires a wider variety of services to the commercial real estate market over the Internet, which are best addressed by the expanded concept of REP. REP and Photonics, by virtue of their reverse merger acquisition, is currently in the development stage. Its new website was completed in December 2000 and marketing began in January 2001 with no results or revenues to date.
In the fourth quarter of 2001, the Company purchased all the outstanding shares of The Sarasota Group, Inc., a Florida Corporation, and made it a wholly owned subsidiary. The company's then current board resigned while simultaneously electing new officers and directors for the Company. The new management is actively seeking additional developed, revenue producing entities that might be a good merger candidate for the Company.
